REG - Informa PLC - Half Year Results
27/07/2023 07:15
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RNS Number : 3439H Informa PLC 27 July 2023
Informa PLC 2023 Half-Year Results
27 July 2023
Accelerating Growth in B2B Events, Specialist Data and Digital Services
Informa delivers further strong growth in revenues, profits and cashflows,
with full year results expected to be at the top-end of guidance range
Informa (LSE: INF.L), the international B2B Events, Specialist Data, Digital
Services and Academic Markets Group today published half year results for
2023, delivering strong operating and financial performance and continued
progress on its Growth Acceleration Plan 2 ("GAP 2").
Stephen A. Carter, Group Chief Executive, Informa PLC, said:
"We are focused on building a better, broader and more scalable business,
which is reflected in a very strong first half performance, putting us on
track to meet or beat our guidance for 2023, with further momentum visible
into 2024 and 2025."
He added: "As The Leading and Largest Owner/Operator of B2B Events, Specialist
Data and Digital Services Internationally, we see continuing strong demand
from B2B customers, giving us confidence in further growth."
Accelerating growth in revenues, profits and cashflows
2023 Half Year Results reflect strong performances in all businesses(1)
· Strong Reported Growth in H1 2023: Further strong growth in
Revenue (+53.0% to £1,520.5m), Adjusted Operating Profit(1) (+102.9% to
£413.5m) and Free Cash Flow(1) (+62.8% to £224.6m);
· Underlying Growth Acceleration(1): Underlying revenue growth of
31.9% and an increase in underlying adjusted operating profit of 56.5% in H1
2023, reflecting an improved performance in Academic Markets, strong growth in
B2B Events and further progress in B2B Digital Services;
· Increased Operating Margin(1): Significant increase in adjusted
operating margin (+670bpts to 27.2%), ahead of full year guidance, driven by
higher underlying revenues and strong operating leverage.
· Significant increase in Earnings per Share(1): Adjusted diluted
earnings per share +134.4% to 22.5p (H1 2022: 9.6p), reflecting strong growth
in earnings and the benefit from recent share buybacks;
· Improving Statutory Performance: H1 2023 statutory revenue of
£1,520.5m (2022: £993.5m), statutory operating profit of £298.9m (H1 2022:
£62.0m), and statutory diluted EPS of 17.9p (2022: 2.6p) all significantly
higher year-on-year;
· Higher Free Cash Flow(1): Growth in adjusted operating profit,
high cash conversion and strong forward bookings for events and subscriptions
delivers Free Cash Flow(1) of £224.6m in H1 2023, +62.8% year-on-year;
· Disciplined Capital Allocation: Additional long-term growth
opportunities captured through acquisitions of Tarsus and Winsight in the
first half (combined post-synergy multiple sub-9x EV/EBITDA), further enhanced
by today's addition of Canalys within our specialist Tech research business,
Omdia, and the announcement of exclusivity to acquire the HIMSS Global Health
Exhibition/Conference, a TSNN Top 30 US trade show serving the Healthcare
Technology market (combined post-synergy multiple also sub-9x EV/EBITDA);
· Full Year Results at Top-End of Range(1): Strong H1 trading and
forward bookings puts us on track for the top-end of guidance on both Revenue
(£2.95bn to £3.05bn) and Adjusted Operating Profit (£750m to £790m),
implying 30%+ growth in revenue and 50%+ growth in adjusted operating profit;
(1)In this report, we refer to non-statutory measures, as defined in Glossary
on page 74. All numbers refer to Continuing Operations unless stated
Continuing Strategic Progress
GAP 2 delivering accelerated revenue growth and digital expansion(1)
· Strong growth at Informa Markets: Strong underlying growth
(+63.8%), reflecting full return of Live & On-Demand B2B Event brands in
all regions and markets, accelerated expansion through Tahaluf partnership in
the Middle East, and enhanced customer value via smart technology and data;
· Accelerating growth at Informa Connect: Continuing double-digit
underlying expansion (+18.5%), reflecting strong demand for content-rich live
experiences providing high value networking, specialist content and accredited
training. Expected revenue of $600m+ in 2023, with major strength in Finance,
Life Sciences and Foodservice, the latter boosted by recently acquired
Winsight;
· Diversified growth at Informa Tech: Leading digital Tech business
delivering robust underlying growth (+7.4%) in the face of broader Tech market
volatility, reflecting specialist brands, high value Live Events, expansion in
Specialist Media/Audience Development and leading position in Specialist
Research through Omdia, further strengthened by today's addition of Canalys;
· B2B data growth through IIRIS: Continuing momentum in first party
data, with IIRIS fully consented audience of 20m+, delivering market
intelligence, customer knowledge and marketing effectiveness;
· On-target growth and leadership update at Taylor & Francis:
Improving underlying revenues (+3.3%) reflects strong performance in
traditional Pay-to-Read products and continuing expansion in Pay-to-Publish
services; With its GAP 2 plan on track, CEO of Taylor & Francis, Annie
Callanan, to step down after six years in the role, with process to identify
next leader underway;
· Growing use of Artificial Intelligence: AI technology deployed
across the Group in areas such as content indexing and classification, video
to text transcription and B2B recommendation and matchmaking. Group-wide GAP 2
investment programme to further expand opportunity, including in content
validation, marketing segmentation and buyer sentiment analysis.
Capital Allocation Discipline
Accelerating shareholder returns and accretive capital reinvestment(1)
· Accelerating shareholder returns: Strong earnings growth and cash
conversion delivering accelerating returns for shareholders, with £650m+
total cash returns expected in 2023 through a combination of growing ordinary
dividends and completion of £1bn share buyback programme;
· 90%+ dividend growth(1): Strong dividend growth (+93.3% to 5.8p
in H1), with an ongoing commitment to a 40% minimum payout of adjusted
earnings;
· £1bn Share Buyback Programme: Strong cash flow generation and
robust balance sheet supporting an ongoing share buyback programme, with over
£800m of £1bn programme completed;
· Targeted additions delivering further Market Specialisation:
Following the divestment of Informa Intelligence for c.£2.5bn (average
multiple c.28x EV/EBITDA), we are redeploying capital into accretive
acquisitions, further strengthening our positions in specialist markets,
including in Foodservice (Winsight), Specialist Tech Research (Canalys) and
Packaging/Aviation/Healthcare/Beauty & Aesthetics (Tarsus) and in
Healthcare Technology (where we have announced exclusivity to acquire the
HIMSS Global Health Exhibition/Conference);
· Balance sheet strength(1): Year-end leverage currently tracking
to c.1.3x, providing continuing flexibility for further organic and inorganic
investment, and ongoing shareholder returns;
(1)In this report, we refer to non-statutory measures, as defined in the
Glossary on page 74. All numbers refer to Continuing Operations unless stated
Enquiries
Stephen A. Carter, Group Chief Executive +44 (0) 20 8052 0400
Gareth Wright, Group Finance Director +44 (0) 20 8052 0400
Richard Menzies-Gow, Director of IR & Communications +44 (0) 20 8052 2787
Tim Burt / Simon Duke - Teneo +44 (0) 7583 413254 / +44 (0) 7815 779225
2023 H1 Financial Summary (Continuing Operations)
H1 2023 H1 2022 Reported Underlying(2)
£m £m % %
Revenue 1,520.5 993.5 53.0 31.9
Statutory operating profit 298.9 62.0
Adjusted operating profit(3) 413.5 203.8 102.9 56.5
Adjusted operating margin (%)(3) 27.2 20.5
Statutory profit before tax 314.6 41.5
Adjusted profit before tax(3) 416.3 174.4
Statutory diluted earnings per share (p) 17.9 2.6
Adjusted diluted earnings per share (p)(3) 22.5 9.6 134.4
Cash flow from operating activities(3) 188.6 154.3
Free cash flow(3) 224.6 138.0 62.8
Net debt/(cash) (incl. Leases)(3) 1,214.1 (15.3)
Dividend per share (p) 5.8 3.0 93.3
2023 H1 Divisional Highlights (Continuing Operations)
H1 2023 H1 2022 Reported Underlying(2)
£m £m % %
Informa Markets
Revenue 758.9 421.4 80.1 63.8
Statutory operating profit / (loss) 156.3 (3.0) n/a
Adjusted operating profit(3) 241.1 81.6 195.5 139.3
Adjusted operating margin(3) (%) 31.8 19.4
Informa Connect
Revenue 250.5 174.5 43.6 18.5
Statutory operating profit / (loss) 20.6 (2.9) n/a
Adjusted operating profit(3) 50.2 18.4 172.8 31.9
Adjusted operating margin(3) (%) 20.0 10.5
Informa Tech
Revenue 196.8 136.0 44.7 7.4
Statutory operating profit / (loss) 87.0 10.2 752.9
Adjusted operating profit(3) 27.2 19.3 40.9 (18.4)
Adjusted operating margin(3) (%) 13.8 14.2
Tarsus
Revenue 30.9 0.0 n/a 50.0
Statutory operating profit / (loss) (24.6) 0.0 n/a
Adjusted operating profit(3) 7.9 0.0 n/a n/a
Adjusted operating margin(3) (%) 25.6 n/a
Taylor & Francis
Revenue 283.4 261.6 8.3 3.3
Statutory operating profit / (loss) 59.6 57.7 (3.3)
Adjusted operating profit(3) 87.1 84.5 3.1 (5.3)
Adjusted operating margin(3) (%) 30.7 32.3
(2)In this document we refer to Statutory (Reported) and Underlying results.
Underlying figures are adjusted for acquisitions and disposals, the phasing of
events including biennials, the impact of changes from new accounting
standards and accounting policy changes, and the effects of currency. It
includes, on a pro-forma basis, results from acquisitions from the first day
of ownership in the comparative period and excludes results from disposals
from the date of disposal in the comparative period. Statutory figures exclude
such adjustments. Alternative performance measures are detailed in the
Glossary.
(3)In this document we also refer to Statutory (Reported) and Adjusted
results, as well as other non-statutory financial measures. Adjusted results
are prepared to provide an alternative measure to explain the Group's
performance. Adjusted results exclude adjusting items as set out in Note 5 to
the Financial Statements. Operating Cash Flow, Free Cash Flow, Net Debt and
other non-statutory measures are detailed in the Financial Review and
Glossary. This is consistent with prior periods.
Trading Outlook...Strong momentum and forward visibility
The combination of ongoing geo-political uncertainty, heightened inflation and
rising interest rates in many regions of the world, is continuing to create a
volatile trading backdrop for all Companies.
As the Leading and Largest Owner/Operator of B2B Events, Specialist Data and
Digital Services Internationally, Informa's geographic breadth and depth in
specialist markets is serving us well, delivering consistent growth and strong
forward momentum, amidst this broader macro uncertainty.
2023 Expectations Confirmed at the Top-End of the Guidance Range
The strength of trading through the first half of 2023, combined with forward
visibility, provides confidence we can deliver further underlying and reported
revenue growth in the second half of 2023 and into 2024.
Accelerating growth, combined with operating discipline is delivering improved
profitability, with the Group adjusted operating margin increasing to 27.2% in
the first half. This is ahead of the schedule laid out at the start of the
year and whilst our first half margins are traditionally higher, we expect
full year margins to remain ahead of previous guidance, c.400 basis points
higher year-on-year.
We are targeting a further improvement to c.28% in 2024 and a return to c.30%
operating margins as we exit the GAP 2 programme into 2025.
The combination of volume and value growth, operating leverage and strong
performances from recent acquisitions should allow us to deliver at the
top-end of our 2023 market guidance range for both Reported Group Revenue
(£2.95bn to £3.05bn) and Group Adjusted Operating Profit (£750m to £790m,
assuming GBP/USD exchange rate of 1.25).
B2B Markets: The Leading and Largest Owner/Operator of B2B Events, Specialist
Data and Digital Services
Over the last decade, through Informa Markets, Informa Connect and Informa
Tech, we have progressively built and bought a portfolio of 600+ major B2B
brands serving 20+ attractive and growing market categories in all major
regions of the world. During COVID we protected these brands and nurtured our
customer relationships, whilst investing in digital and data to improve the
quality of our product and its value to customers. Our investment in first
party data is also allowing us to expand into high value adjacent B2B markets,
through a growing range of audience-led digital services.
B2B Markets…International Scale, Market Specialisation and Growth at Informa
Markets
Within Informa Markets, our commitment and consistent investment in our
portfolio of transaction led B2B brands has enabled us to return at pace as
markets have reopened around the world, with demand for our brands stronger
than ever. So far this year, across our B2B Markets businesses, we have run
150 Tier 1 and Tier 2 major Live Events, attracting 120,000+ exhibitors and
5m+ attendees, and revenues are now tracking ahead of 2019, pre-COVID, on a
like-for-like basis.
This strength is evident in all major market categories, with particular
strength through the first half in Healthcare (Arab Health, Medlab Middle
East), Infrastructure & Real Estate (World of Concrete, TISE), Health
& Nutrition (Natural Products Expo West, Vitafoods Europe) and Beauty
(China Beauty Expo).
Similarly, we are delivering strong performances in all major regions of the
world, including North America, the Middle East, ASEAN, Europe and now China,
where we have seen rapid progress since COVID restrictions started to be
removed earlier this year. Strong demand to access specialist B2B markets,
launch new products and build sales pipelines means we also now expect
revenues in China this year to be at similar levels to 2019.
Market Specialistion: Expanded partnership in the Middle East through Tahaluf
The strength of our brands is enabling us to expand events into new regions
and launch new brands. A particular focus is the Middle East, where we have
built a significant business, from Informa's local headquarters in Dubai, to
growing brands and operations in Bahrain, Qatar, Egypt and Türkiye, amongst
others.
In Saudi Arabia, we recently established a joint venture with SAFCSP called
Tahaluf (meaning 'Alliance' in Arabic), and today we are announcing its
expansion through an investment by the Events Investment Fund, who will become
a significant shareholder and partner. In addition, Sela has also committed to
becoming a partner.
Tahaluf's mission is to expand the MICE (Meetings, Incentives, Conventions,
Exhibitions) industry in the region and support the country's Vision 2030
plan, which seeks to diversify and expand the economy and opportunities for
its highly educated 30 million population.
Tahaluf's inaugural event, LEAP, was the largest Tech event launch ever, and
it has since brought established brands in Cyber Security (Black Hat) and Real
Estate & Construction (Cityscape Global in September) to the region, with
plans for many more over the next few years, including in specialist markets
such as Healthcare & Life Sciences, Food & Hospitality, Aerospace
& Aviation, Industrial & Manufacturing and Pharma & Biotech.
Market Specialisation: Further depth in Healthcare Technology
Today we have also announced exclusivity to acquire the HIMSS Global Health
Exhibition/Conference, the leading international trade show for Healthcare
technology and information management systems.
HIMSS Global Health Exhibition/Conference, a TSNN Top 30 US Trade Show which
will next take place in March 2024, attracts 35k+ healthcare professionals
from more than 90 countries each year, including physicians, nurses, analysts,
government officials, investors and technology partners. It is a major B2B
trade show, combining 1200+ exhibitors and more than 200 specialist education
sessions to provide specialist market access and rich content and insights
into the latest trends and innovations in Healthcare information and
technology.
B2B Markets...Content, Community and Commercial Edge at Informa Connect
In Informa Connect, we have built a portfolio of dynamic, content led B2B
brands that provide industries and professional communities with specialist
knowledge and data, high value networking, and increasingly powerful customer
data and analytics.
Our core verticals of Finance (SuperReturn, IM Power), Life Sciences
(BioEurope Spring, Biotech Showcase) and Foodservice (National Restaurant
Association Show, Catersource) are all performing well, with strong demand for
access to our specialist audiences.
In addition, our portfolio of fan-oriented Pop Culture events (MegaCon
Orlando, FanExpo) is delivering good growth, with strong talent commitment and
forward pacing for the rest of the year.
The addition of Winsight in May significantly expanded our position in the
attractive B2B Foodservice market, adding further depth in Live &
On-Demand Events (National Restaurant Association Show), Specialist Data &
Research (Technomic) and Specialist Media (Restaurant Business). The business
has performed strongly since being acquired, including a successful National
Restaurant Association Show in May, which, encouragingly, is already almost
fully booked for 2024.
Within our Finance business, we are investing in our specialist data and
content businesses, IGM (Fixed Income/FX Data & Information) and Zephyr
(Wealth Management Data & Reporting), strengthening core technology
platforms and expanding our service offer. Both are subscription-based
businesses and are trading steadily and with some targeted investment,
combined with cross-promotion across our other connected Finance brands, we
believe we can accelerate growth and enhance value.
Within these businesses and more broadly across Informa Connect's portfolio,
the importance and value of data is increasing. Through our B2B customer data
and analytics platform, IIRIS, we are now collecting, managing and enriching
our first party data and this is enabling us to better understand our markets
and customers, leading to more efficient product development and more
effective marketing.
Our focus on data is also allowing us to increase the value we provide
customers through new products, including Lead Insights, an end-to-end
customer platform for scoring, qualifying and activating leads.
Customers can access event and digital leads in near real-time, rank them on
various parameters, segment and enrich them and directly launch and track
targeting campaigns. Within Informa Connect, this is significantly increasing
the utility and value of our event/online data for sponsors.
Our expanded Finance and Foodservice businesses, combined with strong
underlying growth across the broader portfolio, means Informa Connect now has
significant scale, with expected revenues across its range of content-led B2B
services of more than $600m in 2023.
Tarsus…Combination and Growth
Since the Tarsus acquisition completed in the second quarter (valuation of
$940m, sub-9x post-synergy EV/EBITDA multiple), the business has traded
strongly, reflecting the strength of its specialist brands and long-term
customer relationships.
Through this period, the business delivered underlying revenue growth of 50%
and absolute revenues of over £30m, ahead of plan, with particular strength
in Healthcare (Health Connect Partners), Anti-Aging & Aesthetics (A4M
Spring Congress) and Fashion (Shanghai International Brand Underwear Fair).
The focus for the remainder of 2023 is to maintain this strong trading
momentum, minimising disruption and maximising delivery, whilst using the time
to combine Tarsus' brands and businesses within Informa Markets and Informa
Connect, and enabling us to enter 2024 as one business.
Whilst still early in the Tarsus Combination Programme, the current signs are
encouraging, with good underlying performances across its portfolio, strong
cultural alignment between teams and clear opportunities identified where we
can benefit from each other's market depth and established customer
relationships.
B2B Markets…A c.$500m leader in B2B Digital Services in Informa Tech
We continue to see a significant opportunity to create value from our first
party data through the development of a range of adjacent, audience-led B2B
Digital Services. Our current focus for this investment and expansion is
Informa Tech, where the market for data-driven Audience Development and
Digital Demand Generation services is already well established.
To meet this demand, over the last four years, we have been building our
multi-service B2B offering within Informa Tech, which now incorporates 20+
major B2B Live & On-Demand Event franchises, a leading Specialist Market
Research/Data business in Omdia, a portfolio of 40+ Specialist Media brands
and a growing capability in specialist Lead Generation services.
Combined with IIRIS' 20m+ first party data records, this is enabling us to
offer an increasingly powerful range of audience-led services and we are
continuing to invest behind this to build further strength. At Industry Dive,
we are expanding our portfolio through new Dive launches, with six so far this
year, including Hotel Dive, Fashion Dive and Packaging Dive, and with a
further two planned in the second half.
At NetLine, we recently launched a new intent-based lead generation platform,
Intentive, which provides real time B2B insights to marketers at both a
company and individual buyer-level.
These new products and services are building good market momentum, albeit
current tech market volatility has moderated our near-term growth expectations
at Informa Tech, with our target for 2023 now at mid to high single digit
underlying revenue growth.
Current market uncertainty is, however, creating some attractive opportunities
to accelerate the expansion of our service offering and build further scale
through targeted acquisitions.
Market Specialistion: Addition of Canalys creates $100m+ leader in Specialist
Market Research
This includes Informa Tech's addition today of specialist Tech research
business, Canalys, which adds highly regarded research expertise and a loyal,
high value subscriber base.
As part of our strategy of Market Specialisation, over the last five years we
have been investing in Omdia to build leadership in specialist Tech research,
focusing on building strength in key Tech sub-verticals including Artificial
Intelligence, Cloud, Cybersecurity, Enterprise IT and Critical Communications.
In prior years, this has seen us combine our portfolio with IHS Markit Tech
and acquire Tractica.
Canalys will further expand our leadership into Channels (distributors, value
added resellers, systems integrators and managed service providers) and
Mobility (consumer and business devices), two critical sub-verticals of scale
and commercial importance.
Combined, Omdia's revenues will move comfortably over $100m, almost three
times where they were when we set about building a position, giving us
leadership in Specialist Tech Market Research to complement our leading
position in Live & On-Demand Events and growing strength in Audience
Development and Digital Demand.
Academic Markets & Knowledge Services...Improving underlying growth
Taylor & Francis continues to perform well, reporting an underlying
revenue increase of 3.3% over the first six months of 2023, in line with our
GAP 2 target of 3%+ for the year.
With the business performing well and its GAP 2 plan on track, after six
years, Annie Callanan is returning to the US and so will step down as CEO,
with a process to find the next leader of Taylor & Francis underway.
Stephen A. Carter, Group Chief Executive, Informa PLC, said: "On behalf of
Informa, I'd like to thank Annie for her leadership over the last six years,
during which time the business has grown in scale and quality."
The steady improvement in growth at Taylor & Francis reflects continuing
strength in traditional Pay-to-Read publishing combined with our expanding
focus into broader Pay-to-Publish services, increasing our addressable market
and putting researchers (i.e. knowledge makers) at the heart of the business.
In Pay-to-Read, demand for our specialist, peer reviewed research remains
robust, which is reflected in high subscription renewals and consistent new
business, the latter benefiting from recent investment in sales capacity in
North America and Asia.
Additionally, our specialist reference business in Advanced Learning continues
to perform consistently, supported by an expanded front list of 8,000+ annual
new titles and a back list of over 175,000 specialist titles, all available
digitally on-demand through a growing range of channels and platforms.
In Open Research, we continue to invest in the depth and range of services we
offer to authors and funders, targeting research budgets directly alongside
more traditional institutional budgets. This has seen us secure a number of
new Read and Publish contracts this year, as well as some major renewals,
including our recent three-year agreement with Ohio State University.
In line with our GAP 2 plan, investment in the range, speed and efficiency of
our open research service offering is impacting near-term margins but
increasing our direct exposure to growth in research volumes and research
funding. In H1, margins were also affected by the mix of revenue and the
phasing of costs through the period, something we expect to unwind in the
second half, leaving full year margins broadly consistent with 2022.
Financial review
Income Statement
The results for the six months to 30 June 2023 ("H1 2023") reflect a strong
trading performance in our continuing businesses, comprising our four B2B
Markets businesses (Informa Markets, Informa Connect, Informa Tech and Tarsus)
and our Academic Markets business, Taylor & Francis. The reported revenues
and profits for these businesses in 2023 were significantly higher than 2022,
driven by strong underlying revenue growth in all businesses, with particular
strength in B2B Markets as our leading portfolio of live and on-demand events
continued to return and rebound after the disruption caused by the pandemic.
Adjusted results Adjusting items Statutory results Adjusted results Adjusting items Statutory results
H1 2023
H1 2023
H1 2023 H1 2022(1) H1 2022(1) H1 2022(1)
£m £m £m £m £m £m
Continuing operations
Revenue 1,520.5 - 1,520.5 993.5 - 993.5
Operating profit/(loss) 413.5 (114.6) 298.9 203.8 (141.8) 62.0
Fair value gain/(loss) on investments - 9.4 9.4 - (0.9) (0.9)
Profit on disposal of subsidiaries and operations - 4.3 4.3 - 9.8 9.8
Net finance income/(costs) 2.8 (0.8) 2.0 (29.4) - (29.4)
Profit/(loss) before tax 416.3 (101.7) 314.6 174.4 (132.9) 41.5
Tax (charge)/credit (79.1) 34.4 (44.7) (31.2) 25.7 (5.5)
Profit/(loss) for the year from continuing operations 337.2 (67.3) 269.9 143.2 (107.2) 36.0
Profit for the year from discontinued operations - - - 23.1 1,130.8 1,153.9
Profit/(loss) for the year 337.2 (67.3) 269.9 166.3 1,023.6 1,189.9
Adjusted operating margin from continuing operations 27.2% 20.5%
Adjusted diluted and statutory diluted EPS from continuing operations 22.5 17.9 9.6 2.6
1. Re-presented for discontinued operations (see note 3 to the Condensed
Consolidated Financial Statements).
Financial Results
Our businesses delivered a 53.0% increase in revenue from continuing
operations in the first half to £1,520.5m, including a 31.9% increase on an
underlying basis. Every Division delivered revenue growth through the period.
The Group reported statutory operating profit from continuing operations of
£298.9m, compared with a statutory operating profit of £62.0m for the six
months to 30 June 2022. In 2023 we have continued to see strong return in live
and on-demand events, including in China, reflecting the strength of our
specialist brands in providing access to a range of growing specialist
markets. Adjusted operating profit from continuing operations was £413.5m
which was 102.9% higher year-on-year on a reported basis.
Statutory net finance income was £2.0m for H1 2023 (H1 2022: net finance cost
£29.4m), and adjusted net finance income was £2.8m (H1 2022: net finance
cost £29.4m). Lower net finance costs were driven by interest earned on
higher cash balances arising from the divestment of our Informa Intelligence
portfolio as part of our GAP 2 strategy.
The combination of all these factors led to a statutory profit before tax for
continuing operations of £314.6m, compared with £41.5m in the six months
ended 30 June 2022. The profit in the period led to a statutory tax charge of
£44.7m in H1 2023 compared with a tax charge of £5.5m in the six months
ended 30 June 2022.
This profit outcome translated into a statutory diluted earnings per share
(EPS) for continuing operations of 17.9p compared with 2.6p for the six months
ended 30 June 2022. This improvement reflects stronger trading and the lower
number of shares in issue as a result of the share buyback programme. Adjusted
diluted EPS from continuing operations more than doubled to 22.5p from 9.6p in
the prior six months to 30 June 2022.
Discontinued operations
The results for the six months ended 30 June 2022 have been re-presented to
reflect the impact of discontinued operations following the sale of EPFR on 3
October 2022 and Maritime Intelligence on 1 December 2022. The effect of this
re-presentation is shown in Note 3 to the Condensed Consolidated Financial
Statements. Following this re-presentation, the results for discontinued
operations for the six months ended 30 June 2022 include EPFR, Maritime
Intelligence and Pharma Intelligence, which was disposed of on 1 June 2022.
Measurement and Adjustments
In addition to statutory results, adjusted results are prepared for the Income
Statement. These include adjusted operating profit, adjusted diluted EPS and
other underlying measures. A full definition of these metrics can be found in
the glossary of terms on page 74. The divisional table on page 11 provides a
reconciliation between statutory operating profit and adjusted operating
profit by division.
Underlying revenue and adjusted operating profit growth on an underlying basis
are reconciled to statutory growth in the table below:
Underlying growth Phasing and other items Acquisitions and disposals Currency change Reported growth
H1 2023 continuing operations
Revenue 31.9% 3.3% 11.5% 6.3% 53.0%
Adjusted operating profit 56.5% 5.9% 24.7% 15.8% 102.9%
Adjusting Items
The items below have been excluded from adjusted results. The total adjusting
items included in the operating profit in the year for continuing operations
were £114.6m (H1 2022: £141.8m). The most significant item in H1 2023 was
intangible asset amortisation of £151.0m.
H1 2023 H1 2022(1) FY 2022
£m £m £m
Continuing operations
Intangible asset amortisation(1) 151.0 131.5 275.3
Impairment - acquisition-related and other intangible assets - 3.9 6.9
(Reversal)/impairment - right of use assets (0.5) 2.7 (0.1)
Reversal of impairment - property and equipment - (1.1) (0.7)
Acquisition costs 36.5 0.6 11.8
Integration costs 3.1 4.3 10.2
Restructuring and reorganisation costs 0.3 (2.6) (1.6)
Onerous contracts associated with COVID-19 - 0.7 4.7
Fair value loss on contingent consideration 3.0 1.8 5.7
Fair value gain on contingent consideration (78.8) - -
Adjusting items in operating profit from continuing operations 114.6 141.8 312.2
Fair value (gain)/loss on investments (9.4) 0.9 0.9
Distributions received from investments - - (20.6)
Profit on disposal of subsidiaries and operations (4.3) (9.8) (11.6)
Finance costs 0.8 - 1.3
Adjusting items in profit before tax from continuing operations 101.7 132.9 282.2
Tax related to adjusting items (34.4) (25.7) (54.5)
Adjusting items in profit for the period from continuing operations 67.3 107.2 227.7
Discontinued operations
Intangible asset amortisation(1) - 0.2 0.4
Reversal of impairment - right of use assets - (0.3) (0.5)
Acquisition costs - 0.6 0.1
Integration costs - 1.4 1.1
Restructuring and reorganisation costs - (0.1) (0.2)
Adjusting items in operating profit from discontinued operations - 1.8 0.9
Profit on disposal of subsidiaries and operations - (1,366.5) (1,740.3)
Adjusting items in profit before tax from discontinued operations - (1,364.7) (1,739.4)
Tax related to adjusting items - 233.9 275.7
Adjusting items in profit for the period from discontinued operations - (1,130.8) (1,463.7)
Adjusting items in profit for the period from continuing and discontinued 67.3 (1,023.6) (1,236.0)
operations
1. Excludes acquired intangible product development and software amortisation.
Adjusting Items (continued)
Intangible amortisation of £151.0m relates to the historical additions of
book lists and journal titles, acquired databases, customer and attendee
relationships and brands related to exhibitions, events and conferences. As it
relates to acquisitions, it is not treated as an ordinary cost. By contrast,
intangible asset amortisation arising from software assets and product
development is treated as an ordinary cost in the calculation of operating
profit, so is not treated as an adjusting item.
Acquisition costs of £36.5m principally relate to the acquisitions of Tarsus
and Winsight. Fair value gain/(loss) on contingent consideration principally
reflects a fair value gain in relation to the Industry Dive contingent
consideration.
Divisional Performance
The table below shows the H1 2023 results and adjusting items by Division for
continuing operations, highlighting the continued strong growth in our B2B
Markets Divisions, supported by improving growth at Taylor & Francis.
Informa Markets Informa Tech Informa Connect Taylor & Francis Tarsus Group
£m £m £m £m £m £m
Revenue from continuing operations 758.9 196.8 250.5 283.4 30.9 1,520.5
Underlying revenue growth 63.8% 7.4% 18.5% 3.3% 50.0% 31.9%
Statutory operating profit/(loss) from continuing operations 156.3 87.0 20.6 59.6 (24.6) 298.9
Add back:
Intangible asset amortisation(1) 84.1 18.8 14.6 26.6 6.9 151.0
Reversal of impairment - right of use assets - - (0.5) - - (0.5)
Acquisition costs 0.2 (1.5) 12.8 0.2 24.8 36.5
Integration costs 0.1 0.6 1.6 - 0.8 3.1
Restructuring and reorganisation costs (0.7) 0.3 0.7 - - 0.3
Fair value gain/(loss) on contingent consideration 1.1 (78.0) 0.4 0.7 - (75.8)
Adjusted operating profit from continuing operations 241.1 27.2 50.2 87.1 7.9 413.5
Underlying adjusted operating profit growth/(decline) 139.3% (18.4%) 31.9% (5.3%) N/A 56.5%
1. Intangible asset amortisation is in respect of acquired intangibles and
excludes amortisation of software and product development.
Adjusted Net Finance Income
Adjusted net finance income for the period was £2.8m compared to the net
finance cost of £29.4m in H1 2022. Net statutory finance income from
continuing operations was £2.0m compared to a net finance cost of £29.4m in
H1 2022. The movement in net finance income primarily relates to higher
interest income on the increased cash balance due to cash proceeds of £2.1bn
from the divestment of the Intelligence portfolio and improved Free Cash Flow.
The reconciliation of statutory finance costs and finance income to the
adjusted net finance (income)/costs is as follows:
H1 2023 H1 2022 FY 2022
£m £m £m
Finance income (37.9) (5.6) (27.5)
Finance costs 35.9 35.0 74.1
Statutory net finance (income)/costs (2.0) 29.4 46.6
Add back: adjusting items relating to finance costs (0.8) - (1.3)
Adjusted net finance (income)/costs (2.8) 29.4 45.3
Taxation
The Group continues to recognise that taxes paid are part of the economic
benefit created for the societies in which we operate, and that a fair and
effective tax system is in the interests of taxpayers and society at large. We
aim to comply with tax laws and regulations everywhere the Group does
business, and Informa has open and constructive working relationships with tax
authorities worldwide. Our approach balances the interests of stakeholders
including shareholders, governments, colleagues and the communities in which
we operate.
The Group's effective tax rate on adjusted profits (as defined in the
Glossary) reflects the blend of tax rates and profits in the jurisdictions in
which we operate. In H1 2023, the effective tax rate on adjusted profits for
continuing operations was 19.0% (H1 2022: 17.9%).
Earnings Per Share
Adjusted diluted EPS from continuing operations was 134.4% higher at 22.5p (H1
2022: 9.6p), largely reflecting higher adjusted earnings of £318.7m (H1 2022:
£142.0m) together with a 5.0% decrease in the weighted average number of
shares following the share buybacks during the year.
An analysis of adjusted diluted EPS and statutory diluted EPS is as follows:
H1 2023 H1 2022(1) FY 2022
£m £m £m
Statutory profit for the year from continuing operations 253.5 39.1 138.3
Add back: Adjusting items in profit/loss for the year 67.3 107.2 227.7
Adjusted profit for the year 320.8 146.3 366.0
Non-controlling interests relating to adjusted profit (2.1) (4.3) (9.5)
Adjusted earnings from continuing operations 318.7 142.0 356.5
Weighted average number of shares used in adjusted diluted EPS (m) 1,414.3 1,488.4 1,464.3
Adjusted diluted EPS (p) from continuing operations 22.5 9.6 24.4
1. Re-presented for discontinued operations (see note 3 to the Condensed
Consolidated Financial Statements).
Earnings Per Share (continued)
H1 2023 H1 2022(1) FY 2022
£m £m £m
Statutory profit for the year from continuing operations 269.9 36.0 142.1
Non-controlling interests (16.4) 3.1 (3.8)
Statutory earnings from continuing operations 253.5 39.1 138.3
Weighted average number of shares used in diluted EPS (m) 1,414.3 1,488.4 1,464.3
Statutory diluted EPS (p) from continuing operations 17.9 2.6 9.4
1. Re-presented for discontinued operations (see note 3 to the Condensed
Consolidated Financial Statements).
Dividends
The Group resumed dividend payments in 2022 based on a payout ratio of a
minimum of 40% of full year adjusted earnings from continuing operations. The
Group will look to continue to grow dividends in line with this approach,
striking a balance between rewarding shareholders and retaining the financial
strength and flexibility to reinvest in the business and pursue growth
opportunities.
For H1 2023, the Board has recommended an interim dividend of 5.8p per share
(H1 2022: 3.0p per share). The interim dividend will be paid on 15 September
2023 to ordinary shareholders registered as at the close of business on 11
August 2023. The Dividend Reinvestment Plan (DRIP) will be available for the
interim dividend and the last date for receipt of elections for the DRIP will
be 29 August 2023.
Currency Movements
One of the Group's strengths is its international reach and balance, with
colleagues and businesses located in most major economies of the world. This
means the Group generates revenues and expenses in a mixture of currencies,
with particular exposure to the US dollar, as well as some exposure to the
Euro and the Chinese renminbi.
In H1 2023 across our continuing operations (H1 2022: continuing and
discontinued operations), approximately 65% (H1 2022: 69%) of Group revenue
was received in USD or currencies pegged to USD, with 6% (H1 2022: 5%)
received in Euro and 11% (H1 2022: 1%) in Chinese renminbi.
Similarly, on continuing operations in H1 2023 (H1 2022: continuing and
discontinued operations) we incurred approximately 55% (H1 2022: 69%) of our
costs in USD or currencies pegged to USD, with 8% (H1 2022: 3%) in Chinese
renminbi and 3% (H1 2022: 5%) in Euro.
For continuing operations in H1 2023 (H1 2022: continuing and discontinued
operations) each one cent ($0.01) movement in the USD to GBP exchange rate has
a circa £16m (H1 2022: circa £12m) impact on annual revenue, and a circa
£6m (H1 2022: circa £4m) impact on annual adjusted operating profit.
The following rates versus GBP were applied during the period:
H1 2023 H1 2022 FY 2022
Closing Average rate Closing Average Closing Average
rate rate rate rate rate
US dollar 1.26 1.23 1.21 1.30 1.21 1.24
Chinese renminbi 9.18 8.57 8.12 8.38 8.34 8.30
Euro 1.17 1.14 1.16 1.19 1.13 1.17
Free Cash Flow
Cash management and cash generation remain a key priority and focus for the
Group, providing the funds and flexibility for paying down debt, future
organic and inorganic investment and consistent shareholder returns. Our
businesses typically convert adjusted operating profit into cash at a strong
conversion rate, reflecting the relatively low capital intensity of the Group.
In 2023, absolute levels of free cash flow continued to grow year-on-year
despite cash being held at 31 December 2022 against 2023 events, previously
postponed.
The following table reconciles the statutory operating profit to operating
cash flow (OCF) and free cash flow (FCF), both of which are defined in the
glossary.
H1 2023 H1 2022(3) FY 2022
£m £m £m
Statutory operating profit 298.9 62.0 184.1
Add back: Adjusting items 114.6 141.8 312.2
Adjusted operating profit 413.5 203.8 496.3
Depreciation of property and equipment 6.4 5.6 11.7
Depreciation of right of use assets 12.6 12.0 24.8
Software and product development amortisation 18.8 18.1 35.2
Share-based payments 11.5 8.4 17.5
(Profit)/loss on disposal of other assets (0.1) 0.1 0.3
Adjusted share of joint venture and associate results (1.1) (0.9) (2.1)
Adjusted EBITDA(1) 461.6 247.1 583.7
Capital expenditure (41.5) (27.1) (67.5)
Working capital movement(2) (149.3) (3.4) 65.3
Pension deficit contributions (1.2) (2.9) (6.9)
Operating Cash Flow 269.6 213.7 574.6
Restructuring and reorganisation (5.5) (5.9) (14.1)
Onerous contracts and one-off costs paid associated with COVID-19 (0.9) (1.1) (5.5)
Net interest receipts/(payments) 2.6 (28.3) (65.4)
Taxation (41.2) (40.4) (71.7)
Free Cash Flow from continuing operations 224.6 138.0 417.9
Free Cash Flow from discontinued operations - 40.4 48.5
Free Cash Flow 224.6 178.4 466.4
1. Adjusted EBITDA represents adjusted operating profit before interest, tax,
and non-cash items including depreciation and amortisation.
2. Working capital movement excludes movements on restructuring,
reorganisation, COVID-19 costs and acquisition and integration accruals or
provisions as the cash flow relating to these amounts is included in other
lines in the Free Cash Flow and reconciliation from Free Cash Flow to net
funds flow. The variance between the working capital in the Free Cash Flow and
the Consolidated Cash Flow Statement is driven by the non-cash movement on
these items.
3. Re-presented for discontinued operations (see note 3 to the Condensed
Consolidated Financial Statements).
Free Cash Flow (continued)
Free cash flow from continuing operations was £86.6m higher than H1 2022
principally due to the £209.7m higher adjusted operating profit, partially
offset by higher capex investment of £14.4m and an increase of £145.9m in
working capital outflow which largely relates to events run in the period for
which the Group had already received cash in advance, principally in China.
The calculation of operating cash flow conversion and free cash flow
conversion is as follows:
H1 2023 H1 2022(1) FY 2022
Continuing Continuing Continuing
£m £m £m
Operating Cash Flow from continuing operations 269.6 213.7 574.6
Adjusted operating profit from continuing operations 413.5 203.8 496.3
Operating Cash Flow conversion from continuing operations 65.2% 104.9% 115.8%
H1 2023 H1 2022(1) FY 2022
£m £m £m
Free Cash Flow from continuing operations 224.6 138.0 417.9
Adjusted operating profit from continuing operations 413.5 203.8 496.3
Free Cash Flow conversion from continuing operations 54.3% 67.7% 84.2%
1. Re-presented for discontinued operations (see note 3 to the Condensed
Consolidated Financial Statements).
Net capital expenditure from continuing operations increased to £41.5m (H1
2022: £27.1m) reflecting ongoing investments as part of our GAP 2 strategy.
We expect full-year 2023 capital expenditure to be c.4% relative to revenue as
further GAP 2 investments are made.
Net cash interest receipts of £2.6m were £30.9m higher than the prior year,
largely reflecting interest income on the Group's increased cash balances
generated by the divestment of the Intelligence portfolio.
The following table reconciles net cash inflow from operating activities for
continuing operations, as shown in the consolidated cash flow statement, to
Free Cash Flow from continuing operations:
H1 2023 H1 2022(1) FY 2022
Continuing Continuing Continuing
£m £m £m
Net cash inflow/(outflow) from operating activities for continuing operations 188.6 154.3 397.2
per statutory cash flow
Interest received 38.4 4.7 25.7
Purchase of property and equipment (9.1) (6.7) (14.5)
Purchase of intangible software assets (22.3) (13.8) (37.9)
Product development costs (10.1) (6.6) (15.1)
Add back: Acquisition and integration costs paid 39.1 6.1 18.2
Add back: Pension payment into escrow - - 28.2
Add back: Additional pension payments - - 16.1
Free Cash Flow from continuing operations 224.6 138.0 417.9
1. Re-presented for discontinued operations (see note 3 to the Condensed
Consolidated Financial Statements).
Net cash from operating activities from continuing operations increased by
£34.3m to record an inflow of £188.6m, principally driven by the increased
adjusted profit in the year, offset by the working capital outflow as outlined
above.
Free Cash Flow (continued)
The following table reconciles cash generated by operations for continuing
operations, as shown in the Consolidated Cash Flow Statement to operating cash
flow from continuing operations shown in the Free Cash Flow table above:
H1 2023 H1 2022(1) FY 2022
Continuing Continuing Continuing
£m £m £m
Cash generated by operations for continuing operations per statutory cash flow 265.6 227.7 560.0
Capital expenditure paid (41.5) (27.1) (67.5)
Add back: Acquisition and integration costs paid 39.1 6.1 18.2
Add back: Restructuring and reorganisation costs paid 5.5 5.9 14.1
Add back: Pension payment into escrow - - 28.2
Add back: Additional pension payments - - 16.1
Onerous contracts associated with COVID-19 0.9 1.1 5.5
Operating Cash Flow from continuing operations 269.6 213.7 574.6
1. Re-presented for discontinued operations (see note 3 to the Condensed
Consolidated Financial Statements).
The following table reconciles Free Cash Flow from continuing and discontinued
operations to net funds flow and net debt, with net debt increasing by
£969.5m to £1,214.1m during the year. This increase in net debt is primarily
due to the acquisitions of Tarsus and Winsight and the ongoing share buyback
programme.
H1 2023 H1 2022 FY 2022
£m £m £m
Free Cash Flow from continuing and discontinued operations 224.6 178.4 466.4
Acquisitions (924.9) (16.8) (405.3)
Disposals (8.5) 1,683.5 1,896.8
Additional pension payments - - (16.1)
Pension payment into escrow - - (28.2)
Add back: repayment of acquired debt 443.9 - 36.6
Dividends paid to shareholders - - (43.3)
Dividends paid to non-controlling interests (1.1) (1.5) (9.5)
Dividends received from investments 0.5 - 1.8
Distributions received from investments - - 20.6
Purchase of own shares through share buyback (289.9) (291.6) (513.3)
Purchase of shares for Trust (3.0) (2.2) (3.3)
Net funds flow (558.4) 1,549.8 1,403.2
Non-cash movements 40.3 (122.3) (133.0)
Foreign exchange 4.8 23.1 (31.8)
Net lease additions in the year (12.3) (0.7) (11.8)
Net debt as at 1 January (244.6) (1,434.6) (1,434.6)
Acquired debt (443.9) - (36.6)
Net (debt)/cash (1,214.1) 15.3 (244.6)
Financing and Leverage
Net debt increased by £969.5m in the period to £1,214.1m at 30 June 2023 (30
June 2022: net cash £15.3m; 31 December 2022: net debt £244.6m). This was
largely due to the acquisitions of Tarsus and Winsight and the ongoing share
buyback programme, which were partly offset by a strong free cash flow
performance in the period.
The Group retains significant available liquidity, with unutilised committed
financing facilities available to the Group of £1,098.3m (30 June 2022:
£1,099.4m; 31 December 2022: £1,099.9m). Combined with £1,057.5m of cash
(H1 2022: £2,509.3m), this resulted in available Group-level liquidity at 30
June 2023 of £2,155.8m.
The average debt maturity on our drawn borrowings is 2.6 years at 30 June 2023
(30 June 2022: 3.4 years; 31 December 2022: 3.1 years). Besides the EUR EMTN
of GBP equivalent €450.0m (£386.2m) maturing in July 2023, there are no
significant maturities until October 2025.
30 June 30 June 31 December 2022
2023 2022
Net debt and committed facilities £m £m £m
Cash and cash equivalents (1,057.5) (2,509.3) (2,125.8)
Bond borrowings 1,865.9 2,039.4 1,910.7
Bond borrowing fees (7.3) (10.5) (8.8)
Bank borrowings 38.8 40.8 41.3
Bank borrowing fees (3.0) (2.9) (2.4)
Derivative assets associated with borrowings - - (2.2)
Derivative liabilities associated with borrowings 123.9 157.3 168.1
Net debt/(cash) before leases 960.8 (285.2) (19.1)
Lease liabilities 264.7 277.6 270.4
Finance lease receivables (11.4) (7.7) (6.7)
Net debt/(cash) 1,214.1 (15.3) 244.6
Borrowings (excluding derivatives, leases, fees & overdrafts) 1,904.7 2,080.2 1,952.0
Unutilised committed facilities (undrawn RCF) 1,050.0 1,050.0 1,050.0
Unutilised committed facilities (undrawn Curinos facilities) 48.3 49.4 49.9
Total committed facilities 3,003.0 3,179.6 3,051.9
The Informa leverage ratio at 30 June 2023 is 1.2 times (30 June 2022: (0.9)
times; 31 December 2022: (0.2) times), and the Informa interest cover ratio is
179.3 times (30 June 2022: 11.0 times; 31 December 2022: 16.6 times). Both are
calculated consistently with our historical basis of reporting of financial
covenants which no longer apply at 30 June 2023. See the Glossary of terms for
the definition of Informa leverage ratio and Informa interest cover.
The calculation of the Informa leverage ratio is as follows:
30 June 30 June 31 December 2022
2023 2022
£m £m £m
Net debt/(cash) 1,214.1 (15.3) 244.6
Adjusted EBITDA (12 months) 807.0 641.8 625.5
Adjusted leverage 1.5x 0.0x 0.4x
Adjustment to EBITDA(1) - (0.1)x -
Adjustment to net cash/debt(1) (0.3)x (0.8)x (0.6)x
Informa leverage ratio 1.2x (0.9)x (0.2)x
1. Refer to Glossary for details of the adjustments to EBITDA and Net Debt for
Informa leverage ratio.
Financing and Leverage (continued)
The calculation of Informa interest cover is as follows:
30 June 30 June 31 December 2022
2023 2022
£m £m £m
Adjusted EBITDA (12 months) 807.0 641.8 625.5
Adjusted net finance costs (12 months) 13.1 53.2 45.3
Adjusted interest cover 61.6x 12.1x 13.8x
Adjustment to EBITDA(1) 117.7x (1.1)x 2.8x
Informa Interest cover 179.3x 11.0x 16.6x
1. Refer to Glossary for details of the adjustments to EBITDA for Informa
interest cover.
There are no financial covenants on any Group level borrowings. There are
covenants on £38.8m (30 June 2022: £40.8m; 31 December 2022: £41.3m) of
drawn borrowings in the Curinos business. These relate to borrowings of the
Curinos business only.
Corporate Development
Informa has a proven track record in creating value through identifying,
executing and integrating complementary businesses effectively into the Group.
In H1 2023, cash invested in acquisitions was £924.9m (H1 2022: £16.8m);
with £434.9m, net of cash acquired, relating to acquisitions (H1 2022:
£6.4m), £7.0m (H1 2022: £0.4m) to cash paid for business assets, £443.9m
to the settlement of acquired debt (H1 2022: £nil), £39.1m (H1 2022: £8.5m)
for acquisition and integration spend and £nil (H1 2022: £1.5m) for the
acquisition of non-controlling interests.
Net spend from disposals amounted to £8.5m (H1 2022: £1,683.5m net
proceeds).
Acquisitions
Informa completed the share acquisition of both the Tarsus Group and Winsight,
LLC in the period to 30 June 2023.
On 17 April 2023, Informa acquired 100% of the shares in Tiger Acquisitions
(Jersey) Limited, which ultimately owns the Tarsus Group. Tarsus owns and
operates a portfolio of over 160 Live and On-Demand B2B Event brands across a
number of markets. Total consideration for Tarsus was £359.4m, of which
£168.1m was paid in cash, £169.8m was settled by the issue of 26.0m shares
in Informa Plc at a price of £6.56 per share, and the remainder represented
by deferred Informa equity, determined to have a fair value of £21.5m at
acquisition date, which is contingent upon the Informa Plc share price
reaching £8.50 by 1 June 2025. Immediately upon completion, Informa repaid
£443.9m of Tarsus's external debt, resulting in an overall cost, excluding
fees and the deferred Informa equity, of £781.8m.
On 16 May 2023, Informa completed the share purchase of Winsight which will be
reported within the Informa Connect Division. Winsight provides a range of
specialist B2B Services to the food services industry, including events, data
and research and media. Total consideration was £324.0m, of which £314.3m
was paid in cash and £9.7m was contingent cash consideration, to be paid
depending upon 2023 revenue and EBITDA performance.
See note 16 to the Consolidated Financial Statements for further details.
Share Buyback
As part of the GAP 2 strategy, the Group has committed to return value to
shareholders through a share buyback programme of £1bn and, during the six
months to 30 June 2023, £290.3m of shares had been repurchased with 41.5m
shares cancelled. Cumulatively by 30 June 2023, £808.0m of shares had been
repurchased with 131.1m shares cancelled. The shares acquired during the six
months to 30 June 2023 were at an average price of 690.3p per share, with
prices ranging from 627p to 737p.
Pensions
The Group continues to meet all commitments to its pension schemes, which
include six defined benefit schemes, all of which are closed to future
accruals.
At 30 June 2023, the Group had a net pension surplus of £49.0m (31 December
2022: £49.1m, 30 June 2022: £46.9m), comprising pension surplus of £55.8m
(31 December 2022: £55.8m, 30 June 2022: £58.4m) and pension deficits of
£6.8m (31 December 2022: £6.7m, 30 June 2022: £11.5m). Gross liabilities
were £448.1m at 30 June 2023 (31 December 2022: £477.3m, 30 June 2022:
£561.8m). The decrease in liabilities is predominantly driven by the increase
in the discount rates used for calculating the present value of the pension
liability, with rates for UK schemes increasing 45 basis points from 4.95% at
31 December 2022 and 165 basis points from 3.75% at 30 June 2022 to 5.40% at
30 June 2023, in line with increased yields on benchmark high-quality
corporate bonds.
Principal Risks and Uncertainties
Risks arise as a natural consequence of doing business. At Informa we take a
balanced and considered approach to risk. We consciously identify, understand
and take risk only where it is consistent with the Company's strategy, aligns
with our overall risk appetite and tolerance, and represents an opportunity to
deliver benefits for the Group and its stakeholders.
The assessment, management and oversight of risk is an ongoing activity. We
continue to innovate and enhance our risk management approach year-on-year as
well as to adapt to changes in the broader market and economy, to updates in
business strategy and to regulatory developments. Informa's approach to risk
management is focused:
· To identify and understand business strategic, commercial, and
operating environment risks, to ensure we are being curious, conscious, and
open about the risks we choose to take according to our risk appetite and risk
management philosophy.
· To develop and deploy appropriate and effective risk strategies
to address these risks and take advantage of opportunities.
· To clearly monitor and report on risk through the Company's
governance and management channels and bodies.
Informa has an established risk management framework that is designed to
provide the Board, Audit Committee and executive management with oversight of
the most significant risks faced by the Group. Through the Company's risk
management framework, risks are identified, assessed, mitigated, and monitored
in an effective and consistent way, from wherever in the Group's operations
they arise. Regular analysis and scanning for emerging risks are embedded in
our risk management process and overseen by the Risk Committee. The Risk
Committee reports through the Audit Committee which in turn reports through to
the Board. The purpose of the framework is to minimise the impact of risks and
uncertainties on delivering our strategy and to ensure the Company can respond
in an agile way where the nature of a risk means it cannot be fully managed in
advance. We continue to believe this framework is robust and works well for
Informa, and we report publicly on risk twice a year.
The framework comprises:
· Risk methodology: The approach to identify, assess, respond,
manage, monitor, and report on risks, threats, and opportunities within the
operating environment.
· Risk profile and appetite: The nature of the risks Informa is
exposed to and a consistent articulation of our appetite to take and manage
risk where it creates business opportunity.
· Governance: The structures, expertise and accountabilities that
govern the management of risk and ensure opportunities and risks align with
strategy.
· Policies, processes, and controls: Consistent and rigorous
identification, assessment, management, monitoring and reporting activities.
· Culture: The wider business culture that supports the right
behaviours.
· Tools and infrastructure: Capabilities and systems that enable
effective risk management.
In the first half of 2023, Informa has been managing risks associated with the
uncertain macro environment, although we have delivered a strong trading
performance in 2023 to date. In addition, we have been managing the risk
associated with the transformation and change activity connected with the
deliver of GAP 2, which has and continues to be the subject of proactive
mitigation activity. Furthermore, Informa continues to pursue a growth
strategy that includes entering new markets through organic investment in
product development, and inorganic investment in targeted acquisitions. These
naturally come with some associated risk and, as part of our risk appetite and
risk philosophy we continue to mitigate and manage risks from these activities
as they arise. Lastly, the continually evolving risks of cyber security and
economic instability were areas of ongoing focus.
The business has worked to mitigate these risks, and others, through response
plans managed and delivered across our 12 Group Principal Risks. These
responses plans and the tracking of delivering the risk mitigations have been
regularly reported by the Group's Risk Committee, to both the Board and Audit
Committee.
Risk Profile at Half Year 2023
COVID-19 is increasingly seen as a virus that we must live alongside, and our
exposure has significantly decreased with the re-opening of all our Live and
On-demand Events markets around the globe. As a result, we will no longer
consider Pandemic as a stand-alone principal risk from Half Year 2023 and,
instead, manage it as part of the risk of an inadequate response to a major
incident, as it was before 2020.
The risk of Economic Instability continues to be assessed as high due to the
potential for impacts to businesses and consumers from a variety of dynamics,
including persistent inflationary pressures and the heightened potential for
an economic downturn. Looking beyond the macroeconomic factors, there are
several dynamics that could influence the 2023 financial year. For example,
it is uncertain whether the continued impacts from localized fiscal policies
are driving different behaviours in different markets, which could impact
customers' willingness to acquire our products and services.
In response, the Group is continuing to pursue its investment and delivery of
the GAP 2 Strategy to broaden the portfolio of products and services we offer,
for example, investing in digital and data products and services with a focus
on further expanding in open research, smart events and audience development
and building a position in audience development and digital demand generation.
For Informa, digital services comprise a range of products and services that
help businesses connect with customers, marketers reach target audiences and
professionals find the knowledge they need via digital platforms, digital
content and data-driven services.
The risks of Economic Instability, and Market Risk are further mitigated
through the breadth and diversity of our portfolio of businesses. In addition,
we continue to grow our B2B Digital Services through GAP 2, including
Specialist Content, Media, and Specialist Marketing Services activities.
The strength of the Group's brands and customer relationships has also enabled
us to continue to build and strengthen our portfolio of digital and smart
events. This increased focus on Digital Services has the potential to expand
our addressable markets, although we recognize that it carries a degree of
execution risk. The Company has, therefore, maintained the Market Risk
assessment as high.
Through the continued delivery of the GAP 2 programme, and our capital
allocation decisions following the divestment of Informa Intelligence,
acquisition and integration activity increased in H1 2023. Consequently, the
risks associated with acquisition activity, such as those relating to
integration, pricing, and performance, have naturally increased. The
Acquisition and Integration Risk assessment has, therefore, maintained a
heightened management focus. Whilst it is recognized that this risk is
material to the Group, it is deemed to be manageable given the enhancement to
our change management frameworks, coupled with strong procedures supplementing
our track record of successful delivery of M&A activity.
As our business continues to grow, significant levels of change and
transformation are occurring in the business, whether this is around our
technology, operating model enhancements, delivery of products, or expansion
into new adjacent markets. It is recognised that ineffective change management
practices could lead to detrimental effects on the business and its customers.
We continue to enhance our change management capabilities by developing our
colleagues' capabilities and introducing new skills as well as improving our
change delivery frameworks, tools, reporting, and governance. This has led to
improvement on our risk profile across our change management activities.
The Company places reliance on Key Counterparties in certain activities and
areas of business operations. Global economic uncertainty, and reduced revenue
and capacity constraints may lead to individual Key Counterparties becoming
less reliable and, consequently, this risk continues to be monitored closely,
together with continued enhancements being made to our key counterparty risk
management frameworks.
Data Privacy related risks remain relevant for Informa with recognition that
the risk is increasing as delivery of GAP 2 accelerates, and our Digital
Services offering expands and increasingly becomes part of our BAU
environment. The Company maintains compliance with the relevant data privacy
requirements, with ongoing review and focus on the evolving privacy
regulations in the countries in which we operate.
Over the first half of 2023, we have further developed our data and privacy
management practices through enhancement of our risk management capabilities
and approach around our data governance journey. A significant part of our GAP
2 investment is going into IIRIS, Informa's customer data engine, to build
more sophisticated products and services in the B2B data market. We are also
looking at data governance within IIRIS and Informa more broadly as we
incorporate machine learning into new products and services. Data and AI
governance is an ongoing journey and one that will be a big focus for us in
the remainder of 2023 and beyond. We additionally, recognize as we expand our
digital services offering, and use of data, that cyber risk may increase and,
as a result, we continue to invest more into our cyber and technology
capabilities and enhance our controls, frameworks, and practices. We will
continue to invest in this over the remainder of 2023.
For the Half Year 2023 Report, the Group recognises 12 Principal Risks which
have the potential to cause the most significant impact to the delivery of its
strategic objectives, performance, future prospects and reputation. These
risks are summarised below (not in order of magnitude):
· Economic instability
· Market risk
· Acquisition and integration risk
· Ineffective change management
· Reliance on key counterparties
· Technology failure
· Data loss and cyber breach
· Privacy regulation risk
· Inability to attract and retain key talent
· Health and safety incident
· Inadequate response to major incidents
· Inadequate regulatory compliance
Going Concern
Overview
In adopting the Going Concern basis for preparing the financial statements,
the Directors have considered the future trading prospects of the Group's
businesses, the Group's cash generation in H1 2023, available liquidity, debt
maturities and the Group's Principal Risks as set out on the previous three
pages.
Liquidity and Financing
The Group has a strong liquidity position. At 30 June 2023 the Group had
£2.2bn of cash and undrawn committed credit facilities.
The Group is a well-established borrower with an investment grade credit
rating recently reaffirmed from Fitch, Moody's and S&P, which provides the
Directors with confidence that the Group could further increase liquidity by
raising additional debt finance if needed. The Group has no financial
covenants on any of its Group level borrowings.
Borrowings of €450m that matured in July 2023 were repaid using cash
reserves. There are no further borrowing maturities until October 2025. The
Revolving Credit Facility ("RCF") matures in February 2026.
Financial modelling
For the purposes of Going Concern the Directors have modelled a base case with
sensitivities and a reverse stress test for the Going Concern assessment
period to the end of 2024.
In modelling the base case, the Directors have assumed that Live and On-demand
Events continue to grow around the world and event revenues strengthen during
2024 accompanied by growth in digital revenues driven by GAP 2.
The following sensitivities have been modelled purely to reflect a prudent
scenario for the Going Concern period and do not reflect Management
expectations:
· Reduction of Live and On-demand Events revenue by 5% in 2023 and
in 2024 to reflect the potential impact of a mild recession following higher
inflation and increase in cost of living.
· Reduction of digital revenue by 10% in 2023 vs forecast and only
10% growth in 2024.
· Assumption that Pay to Publish revenue in 2023 and 2024 within
the T&F business remains flat versus 2022 levels.
· Cash impact of lower revenues on working capital, interest and
tax were reflected in the model in both years.
In the base case, including all sensitivities listed above, the Group
maintains liquidity headroom of more than £1.5bn.
The reverse stress test shows that the Group can afford to lose 82% of its
revenue from 1 August 2023 to the end of 2024 and maintain positive liquidity
headroom. This scenario assumes no indirect cost savings and customer receipts
are refunded with no further receipts collected in the period.
Going concern basis
Based on the scenarios modelled the Directors believe that the Group is well
placed to manage its financing and other business risks satisfactorily and
have been able to form a reasonable expectation that the Group has adequate
resources to continue in operation for at least twelve months from the signing
date of these consolidated interim financial statements. The Directors
therefore consider it appropriate to adopt the Going Concern basis of
accounting in preparing the financial statements.
Cautionary statements
This interim management report contains certain forward-looking statements.
These statements are subject to a number of risks and uncertainties and actual
results and events could differ materially from those currently being
anticipated. The terms 'expect', 'should be', 'will be' and similar
expressions (or their negative) identify forward-looking statements. Factors
which may cause future outcomes to differ from those foreseen in
forward-looking statements include, but are not limited to: general economic
conditions and business conditions in Informa's markets; exchange rate
fluctuations, customers' acceptance of its products and services; the actions
of competitors; legislative, fiscal and regulatory developments; changes in
law and legal interpretation affecting Informa's intellectual property rights
and internet communications; and the impact of technological change.
Past performance should not be taken as an indication or guarantee of future
results, and no representation or warranty, express or implied, is made
regarding future performance. These forward-looking statements speak only as
of the date of this interim management report and are based on numerous
assumptions regarding Informa's present and future business strategies and the
environment in which Informa will operate in the future. Except as required by
any applicable law or regulation, the Group expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this document to reflect any change in
the Group's expectations or any change in events, conditions or circumstances
on which any such statement is based after the date of this announcement or to
update or keep current any other information contained in this interim
management report.
Nothing in this interim management report should be construed as a profit
forecast. All persons, wherever located, should consult any additional
disclosures that Informa may make in any regulatory announcements or documents
which it publishes. This announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any Informa PLC
shares, in the UK, or in the US, or under the US Securities Act 1933 or in any
other jurisdiction.
Board of Directors
Biographical details for the current Directors of Informa plc can be found on
the Company's website:
www.informa.com. (http://www.informa.com/)
The Directors of Informa plc were listed in the 2022 Annual Report and
Accounts. Andy Ransom was appointed non-executive director in June 2023.
Responsibility Statement
We confirm that to the best of our knowledge:
1. the consolidated interim financial statements have been prepared in
accordance with the United Kingdom adopted International Accounting Standard
34, "Interim Financial Reporting" and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct Authority;
2. the consolidated interim financial statements, which have been
prepared in accordance with the applicable set of accounting standards, give a
true and fair view of the assets, liabilities, financial position and profit
or loss of the issuer, or the undertakings included in the consolidation as a
whole as required by DTR 4.2.4R;
3. the interim management report includes a fair review of the
information required by DTR 4.2.7R, namely;
i. an indication of important events that have occurred during the first six
months of the financial year and their impact on the consolidated interim
financial statements; and
ii. a description of the principal risks and uncertainties for the remaining
six months of the financial year.
4. the interim management report includes, as required by DTR 4.2.8, a
fair review of material related party transactions that have taken place in
the first six months of the financial year and any material changes in the
related-party transactions described in the 2022 Annual Report.
Approved by the Board on 26 July 2023 and signed on its behalf by:
Stephen A.
Carter
Chief Executive
Independent review report to Informa Plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Informa PLC's condensed consolidated interim financial
statements (the "interim financial statements") in the 2023 Half-Year Results
of Informa PLC for the period from 1 January 2023 to 30 June 2023 (the
"period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
The interim financial statements comprise:
· the Condensed Consolidated Balance Sheet as at 30 June 2023;
· the Condensed Consolidated Income Statement and Condensed
Consolidated Statement of Comprehensive Income for the period then ended;
· the Condensed Consolidated Cash Flow Statement for the period
then ended;
· the Condensed Consolidated Statement of Changes in Equity for
the period then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the 2023 Half-Year Results of
Informa PLC have been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the 2023 Half-Year Results and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the Group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The 2023 Half-Year Results, including the interim financial statements, is the
responsibility of, and has been approved by the directors. The directors are
responsible for preparing the 2023 Half-Year Results in accordance with the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. In preparing the 2023 Half-Year Results,
including the interim financial statements, the directors are responsible for
assessing the Group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the 2023 Half-Year Results based on our review. Our conclusion,
including our Conclusions relating to going concern, is based on procedures
that are less extensive than audit procedures, as described in the Basis for
conclusion paragraph of this report. This report, including the conclusion,
has been prepared for and only for the company for the purpose of complying
with the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We do not, in
giving this conclusion, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
26 July 2023
Condensed Consolidated Income Statement
For the six months ended 30 June 2023
6 months ended 30 June (unaudited)
Adjusted results Adjusting Statutory results Adjusted results Adjusting Statutory results Statutory results
items items
2023 2023 2023 2022 2022 2022 Year ended 31 December 2022
(re- (re-presented)(1) (re-presented)(1) (audited)
presented)(1)
Notes £m £m £m £m £m £m £m
Continuing operations
Revenue 4 1,520.5 - 1,520.5 993.5 - 993.5 2,262.4
Net operating expenses (1,108.1) (193.4) (1,301.5) (790.6) (141.7) (932.3) (2,080.3)
Other operating income 5 - 78.8 78.8 - - - -
Operating profit/(loss) before joint ventures and associates 412.4 (114.6) 297.8 202.9 (141.7) 61.2 182.1
Share of results of joint ventures and associates 1.1 - 1.1 0.9 (0.1) 0.8 2.0
Operating profit/(loss) 413.5 (114.6) 298.9 203.8 (141.8) 62.0 184.1
Fair value gain/(loss) on investments 5 - 9.4 9.4 - (0.9) (0.9) (0.9)
Distributions received from investments - - - - - - 20.6
Profit on disposal of subsidiaries and operations 5 - 4.3 4.3 - 9.8 9.8 11.6
Finance income 6 37.9 - 37.9 5.6 - 5.6 27.5
Finance costs 7 (35.1) (0.8) (35.9) (35.0) - (35.0) (74.1)
Profit/(loss) before tax 416.3 (101.7) 314.6 174.4 (132.9) 41.5 168.8
Tax (charge)/credit 8 (79.1) 34.4 (44.7) (31.2) 25.7 (5.5) (26.7)
Profit/(loss) for the 337.2 (67.3) 269.9 143.2 (107.2) 36.0 142.1
period from continuing operations
Discontinued operations
Profit for the period from discontinued operations 9 - - - 23.1 1,130.8 1,153.9 1,493.2
Profit/(loss) for the period 337.2 (67.3) 269.9 166.3 1,023.6 1,189.9 1,635.3
Profit for the period attributable to:
Equity holders of the Company 318.7 (65.2) 253.5 165.1 1,027.9 1,193.0 1,631.5
Non-controlling interests 18.5 (2.1) 16.4 1.2 (4.3) (3.1) 3.8
1 Re-presented for discontinued operations (see note 3).
Condensed Consolidated Income Statement (continued)
For the six months ended 30 June 2023
6 months ended 30 June (unaudited)
Adjusted results Adjusting Statutory results Adjusted results Adjusting Statutory results Statutory results
items items
Notes 2023 2023 2023 2022 2022 2022 Year ended 31 December 2022
(re-presented)(1) (re-presented)(1) (re-presented)(1) (audited)
Earnings per share
From continuing operations
Basic (p) 11 22.7 18.0 9.6 2.6 9.5
Diluted (p) 11 22.5 17.9 9.6 2.6 9.4
From continuing and discontinued operations
Basic (p) 11 22.7 18.0 11.2 80.6 112.0
Diluted (p) 11 22.5 17.9 11.2 80.2 111.4
1. Re-presented for discontinued operations (see note 3).
The notes on pages 36 to 73 are an integral part of these Condensed
Consolidated Financial Statements.
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2023
6 months 6 months Year ended
ended ended
30 June 30 June 31 December
2023 2022 2022
(unaudited) (re-presented and unaudited) 1 (audited)
£m £m £m
Profit for the period 269.9 1,189.9 1,635.3
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of the net retirement benefit pension obligation (2.3) 44.0 26.9
Tax relating to items that will not be reclassified to profit or loss 0.1 (0.8) 1.5
Total items that will not be reclassified subsequently to profit or loss (2.2) 43.2 28.4
Items that may be reclassified subsequently to profit or loss
Exchange (loss)/gain on translation of foreign operations (263.8) 450.2 413.7
Exchange loss arising on disposal of foreign operations - (1.4) (1.4)
Net investment hedges
Exchange gain/(loss) on net investment hedge 7.4 (35.1) (188.1)
(Loss)/gain on derivatives in net investment hedging relationships (39.3) 19.7 173.4
Cash flow hedges
Fair value (loss)/gain arising on hedging instruments (5.4) (6.1) 33.3
Less: gain/(loss) reclassified to profit or loss 36.7 (22.0) (63.1)
Movement in cost of hedging reserve (1.1) 7.6 1.8
Tax credit/(charge) relating to items that may be reclassified subsequently to 0.9 (0.1) (8.2)
profit or loss
Total items that may be reclassified subsequently to profit or (264.6) 412.8 361.4
loss
Other comprehensive (expense)/income for the period (266.8) 456.0 389.8
Total comprehensive income for the period 3.1 1,645.9 2,025.1
Total comprehensive income for the period attributable to:
- Equity holders of the Company 0.9 1,646.0 2,015.4
- Non-controlling interest 2.2 (0.1) 9.7
3.1 1,645.9 2,025.1
Total comprehensive income for the period attributable to equity holders of
the Company:
- Continuing operations 0.9 493.5 497.2
- Discontinued operations - 1,152.5 1,518.2
0.9 1,646.0 2,015.4
1. Re-presented for discontinued operations (see note 3).
The notes on pages 36 to 73 are an integral part of these Condensed
Consolidated Financial Statements.
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2023 (unaudited)
Share premium Non- controlling
Share capital account Translation Other reserves Retained earnings Total1 interests Total equity
reserve
£m £m £m £m £m £m £m £m
At 1 January 2023 1.4 1,878.6 175.5 1,928.2 3,168.4 7,152.1 314.2 7,466.3
Profit for the - - - - 253.5 253.5 16.4 269.9
period
Exchange loss on translation of foreign - - (249.6) - - (249.6) (14.2) (263.8)
operations
Exchange gain on net - - 7.4 - - 7.4 - 7.4
investment hedge debt
(Loss)/gain arising on - - (39.3) 30.2 - (9.1) - (9.1)
derivative hedges
Actuarial loss on defined benefit pension - - - - (2.3) (2.3) - (2.3)
schemes
Tax relating to components of other comprehensive income - - 0.9 - 0.1 1.0 - 1.0
Total comprehensive income/(expense) for - - (280.6) 30.2 251.3 0.9 2.2 3.1
the period
Dividends to shareholders - - - - (95.7) (95.7) - (95.7)
Dividends to non- - - - - - - (1.0) (1.0)
controlling interests
Share award expense - - - 10.7 - 10.7 - 10.7
Issue of share capital - - - 169.7 - 169.7 - 169.7
Own shares purchased - - - (3.0) - (3.0) - (3.0)
Share buyback(2) - - - 38.1 (290.3) (252.2) - (252.2)
Transfer of vested LTIPs - - - (11.0) 11.0 - - -
Acquisition of NCI(3) - - - - - - 87.2 87.2
At 30 June 2023 1.4 1,878.6 (105.1) 2,162.9 3,044.7 6,982.5 402.6 7,385.1
1. Total attributable to equity holders of the Company.
2. £290.3m of shares have been bought back during the period. £38.1m
represents the net movement in Informa's maximum liability for share buybacks
with Informa's broker through to the conclusion of the Company's close period
as at 30 June 2023 of £36.8m compared against £74.9m as at 31 December 2022.
3. Acquired as part of the Tarsus acquisition. See note 16.
The notes on pages 36 to 73 are an integral part of these Condensed
Consolidated Financial Statements.
Condensed Consolidated Statement of Changes in Equity (continued)
For the six months ended 30 June 2022 (unaudited)
Share premium Non- controlling
Share capital account Translation Other reserves Retained earnings Total1 interests Total equity
reserve
£m £m £m £m £m £m £m £m
At 1 January 2022 1.5 1,878.6 (208.0) 2,028.0 2,057.7 5,757.8 288.1 6,045.9
Profit for the - - - - 1,193.0 1,193.0 (3.1) 1,189.9
period
Exchange gain on translation of foreign - - 447.2 - - 447.2 3.0 450.2
operations
Exchange loss on net - - (35.1) - - (35.1) - (35.1)
investment hedge debt
(Loss)/gain arising on - - 19.7 (20.5) - (0.8) - (0.8)
derivative hedges
Foreign exchange recycling on disposal of subsidiaries - - (1.4) - - (1.4) - (1.4)
Actuarial gain on defined benefit pension - - - - 44.0 44.0 - 44.0
schemes
Tax relating to components of other comprehensive income - - (0.1) - (0.8) (0.9) - (0.9)
Total comprehensive income/(expense) for - - 430.3 (20.5) 1,236.2 1,646.0 (0.1) 1,645.9
the period
Dividends to non- - - - - - - (1.5) (1.5)
controlling interests
Share award expense - - - 8.4 - 8.4 - 8.4
Own shares purchased - - - (2.2) - (2.2) - (2.2)
Share buyback2 - - (111.0) (291.6) (402.6) - (402.6)
Transfer of vested LTIPs - - - (11.1) 11.1 - - -
At 30 June 2022 1.5 1,878.6 222.3 1,891.6 3,013.4 7,007.4 286.5 7,293.9
1. Total attributable to equity holders of the Company.
2. £291.6m of shares were bought back during the period. £111.0m represented
the present value of future commitments for share buybacks with Informa's
broker as at 30 June 2022.
The notes on pages 36 to 73 are an integral part of these Condensed
Consolidated Financial Statements.
Condensed Consolidated Statement of Changes in Equity (continued)
For the twelve months ended 31 December 2022 (audited)
Share premium Translation Non- controlling
Share capital account reserve Other reserves Retained earnings Total1 interests Total equity
£m £m £m £m £m £m £m £m
At 1 January 2022 1.5 1,878.6 (208.0) 2,028.0 2,057.7 5,757.8 288.1 6,045.9
Profit for the year - - - - 1,631.5 1,631.5 3.8 1,635.3
Exchange gain on translation of foreign operations - - 407.8 - - 407.8 5.9 413.7
Exchange loss on net investment hedge - - (188.1) - - (188.1) - (188.1)
Gain arising on derivative hedges - - 173.4 (28.0) - 145.4 - 145.4
Foreign exchange recycling of disposed entities - - (1.4) - - (1.4) - (1.4)
Actuarial gain on defined benefit pension schemes - - - - 26.9 26.9 - 26.9
Tax relating to components of other comprehensive income - - (8.2) - 1.5 (6.7) - (6.7)
Total comprehensive (expense)/income for - - 383.5 (28.0) 1,659.9 2,015.4 9.7 2,025.1
the year
Dividends to shareholders - - - - (43.3) (43.3) - (43.3)
Dividends to non-controlling interests - - - - - - (9.5) (9.5)
Share award expense - - - 17.5 - 17.5 - 17.5
Own shares purchased - - - (3.3) - (3.3) - (3.3)
Transfer of vested LTIPs - - - (11.1) 11.1 - - -
Share buyback2 (0.1) - - (74.9) (517.0) (592.0) - (592.0)
Acquisition of NCI - - - - - - 25.9 25.9
At 31 December 2022 1.4 1,878.6 175.5 1,928.2 3,168.4 7,152.1 314.2 7,466.3
1. Total attributable to equity holders of the Company.
2. £517.1m of shares were bought back during the period. £74.9m represented
Informa's maximum liability for share buybacks with Informa's broker through
to the conclusion of the Company's close period.
The notes on pages 36 to 73 are an integral part of these Condensed
Consolidated Financial Statements.
Condensed Consolidated Balance Sheet
At 30 June 2023 At 30 June 2022 At 31 Dec 2022
(unaudited) (unaudited) (audited)
Notes £m £m £m
Goodwill 12 6,505.7 5,673.6 5,880.3
Other intangible assets 3,241.3 2,881.9 2,972.7
Property and equipment 50.6 46.7 47.9
Right of use assets 201.1 205.5 208.0
Investments in joint ventures and associates 57.8 30.3 35.5
Other investments 18 263.9 175.3 262.7
Deferred tax assets 1.8 0.5 1.8
Retirement benefit surplus 55.8 58.4 55.8
Finance lease receivables 9.1 5.0 5.1
Other receivables 48.2 20.2 49.7
Derivative financial instruments - - 2.2
Non-current assets 10,435.3 9,097.4 9,521.7
Inventory 28.9 29.4 28.8
Trade and other receivables 592.3 479.2 460.4
Current tax asset 0.1 0.5 7.4
Cash and cash equivalents 14 1,057.5 2,509.3 2,125.8
Finance lease receivables 2.3 2.7 1.6
Derivative financial instruments 0.6 - -
Current assets 1,681.7 3,021.1 2,624.0
Total assets 12,117.0 12,118.5 12,145.7
Borrowings 15 (386.2) - (398.4)
Lease liabilities (30.9) (29.7) (30.2)
Derivative financial instruments (10.2) (0.3) (1.1)
Current tax liabilities (71.4) (196.8) (48.5)
Provisions (19.8) (25.7) (30.1)
Contingent consideration and put call options 18 (15.3) (3.2) (4.1)
Trade and other payables (681.6) (668.1) (661.9)
Deferred income (918.6) (837.2) (834.5)
Current liabilities (2,134.0) (1,761.0) (2,008.8)
Borrowings 15 (1,508.2) (2,066.8) (1,542.4)
Lease liabilities (233.8) (247.9) (240.2)
Derivative financial instruments (115.7) (157.5) (168.1)
Deferred tax liabilities (554.0) (513.2) (532.9)
Retirement benefit obligation (6.8) (11.5) (6.7)
Provisions (36.9) (40.4) (32.5)
Contingent consideration and put call options 18 (116.8) (6.1) (129.2)
Trade and other payables (12.3) (17.4) (16.3)
Deferred income (13.4) (2.8) (2.3)
Non-current liabilities (2,597.9) (3,063.6) (2,670.6)
Total liabilities (4,731.9) (4,824.6) (4,679.4)
Net assets 7,385.1 7,293.9 7,466.3
Share capital 13 1.4 1.5 1.4
Share premium account 1,878.6 1,878.6 1,878.6
Translation reserve (105.1) 222.3 175.5
Other reserves 2,162.9 1,891.6 1,928.2
Retained earnings 3,044.7 3,013.4 3,168.4
Equity attributable to equity holders of the Company 6,982.5 7,007.4 7,152.1
Non-controlling interest 402.6 286.5 314.2
Total equity 7,385.1 7,293.9 7,466.3
The notes on pages 36 to 73 are an integral part of these Condensed
Consolidated Financial Statements. The Board of Directors approved these
Condensed Consolidated Financial Statements on 26 July 2023.
Condensed Consolidated Cash Flow Statement
For the six months ended 30 June 2023
6 months 6 months Year ended 31 December
ended ended
30 June 2023 30 June 2022 2022
(unaudited) (re-presented and unaudited) 1 (audited)
Notes £m £m £m
Operating activities
Cash generated from continuing operations 14 265.6 227.7 560.0
Income taxes paid (41.2) (40.4) (71.7)
Interest paid (35.8) (33.0) (91.1)
Net cash inflow from operating activities - continuing operations 188.6 154.3 397.2
Net cash inflow from operating activities - discontinued operations 9 - 44.8 53.7
Net cash inflow from operating activities 188.6 199.1 450.9
Investing activities
Interest received 38.4 4.7 25.7
Dividends received from investments 0.5 - 1.8
Distributions received from investments - - 20.6
Purchase of property and equipment (9.1) (6.7) (14.5)
Purchase of intangible software assets (22.3) (13.8) (37.9)
Product development costs (10.1) (6.6) (15.1)
Purchase of brands and customer relationships (7.0) (0.4) (9.8)
Acquisition of subsidiaries and operations, net of cash acquired 16 (434.9) (6.4) (315.1)
Acquisition of convertible bonds - - (22.2)
Cash (outflow)/inflow from disposal of subsidiaries and operations (8.5) 0.6 (2.8)
Net cash outflow from investing activities - continuing operations (453.0) (28.6) (369.3)
Net cash inflow from investing activities - discontinued operations 9 - 1,676.1 1,892.1
Net cash (outflow)/inflow from investing activities (453.0) 1,647.5 1,522.8
Financing activities
Dividends paid to shareholders 10 - - (43.3)
Dividends paid to non-controlling interests (1.1) (1.5) (9.5)
Repayment of loans - (0.1) (177.2)
Repayment of borrowings acquired 16 (443.9) - (36.6)
Borrowing fees paid (1.2) - -
Repayment of principal lease liabilities (12.7) (13.3) (32.1)
Finance lease receipts 1.0 1.2 1.5
Acquisition of non-controlling interests - (1.5) (1.5)
Cash outflow from share buyback (289.9) (291.6) (513.3)
Cash outflow from purchase of shares for Trust (3.0) (2.2) (3.3)
Net cash outflow from financing activities - continuing operations (750.8) (309.0) (815.3)
Net cash inflow from financing activities - discontinued operations 9 - - -
Net cash outflow from financing activities (750.8) (309.0) (815.3)
Net (decrease)/increase in cash and cash equivalents (1,015.2) 1,537.6 1,158.4
Effect of foreign exchange rate changes (53.1) 86.9 82.6
Cash and cash equivalents at beginning of the year 2,125.8 884.8 884.8
Cash and cash equivalents at end of period 14 1,057.5 2,509.3 2,125.8
1 Re-presented (see note 3).
The notes on pages 36 to 73 are an integral part of these Condensed
Consolidated Financial Statements.
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2023
1. General information and basis of preparation
Informa PLC (the 'Company') is a company incorporated in the United Kingdom
under the Companies Act 2006 and is listed on the London Stock Exchange. The
Company is a public company limited by shares and is registered in England and
Wales with registration number 08860726. The address of the registered office
is 5 Howick Place, London, SW1P 1WG.
The unaudited Condensed Consolidated Financial Statements as at 30 June 2023
and for the six months then ended comprise those of the Company and its
subsidiaries and its interests in joint ventures and associates (together
referred to as the 'Group').
The Condensed Consolidated Financial Statements were approved for issue by the
Board of directors on 26 July 2023 and have been prepared in accordance with
the United Kingdom adopted International Accounting Standard 34 and the
Disclosure Guidance and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
The Condensed Consolidated Financial Statements have been prepared on a going
concern basis, as outlined on page 23, and does not constitute the Group's
statutory financial statements within the meaning of section 434 of the
Companies Act 2006. The Condensed Consolidated Financial Statements should be
read in conjunction with the Annual Report and Financial Statements for the
year ended 31 December 2022, which have been prepared in accordance with
international accounting standards in conformity with the Companies Act 2006
and with UK adopted International Accounting Standards.
The Group's most recent statutory financial statements, which comprise the
Annual Report and Financial Statements for the year ended 31 December 2022,
were approved by the Directors on 8 March 2023 and delivered to the Registrar
of Companies. The 31 December 2022 balances in this report have been extracted
from the Annual Report. The Auditor's Report on those accounts was not
qualified, did not include a reference to any matters to which the auditors
drew attention by way of emphasis without qualifying the report and did not
contain statements under section 498 of the Companies Act 2006. The
Consolidated Financial Statements of the Group as at, and for the year ended,
31 December 2022 is available upon request from the Company's registered
office at 5 Howick Place, London, SW1P 1WG, United Kingdom or at
www.informa.com. (http://www.informa.com/)
2. Accounting policies and estimates
In the application of the Group's accounting policies, which are described in
the Annual Report and Financial Statements, the Directors are required to make
judgements, estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates
and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from
these estimates.
The same accounting policies and methods of computation are followed in the
Condensed Consolidated Financial Statements for the six months ended 30 June
2023 as compared with the most recent Annual Report and Financial Statements,
with the exception of the tax charge/credit in the Condensed Consolidated
Income Statement for the interim period which is determined using an estimate
of the Effective Tax Rate for the full year, adjusted for any adjusting items
in the period.
2. Accounting policies and estimates (continued)
Critical accounting judgements and key sources of estimation uncertainty
As at 30 June 2023, the Group noted the following judgements concerning the
amounts recognised in the Condensed Consolidated Financial Statements. There
are no critical accounting judgements or key sources of estimation uncertainty
relating to climate-related risks.
Identification of adjusting items
The Group provides adjusted results and underlying measures in addition to
statutory measures, in order to provide additional useful information on
business performance trends to Shareholders. The Board considers these
non-GAAP measures as an appropriate way to measure the Group's performance
because it aids comparability to the prior period.
The terms 'adjusted' and 'underlying' are not defined terms under IFRS and may
not therefore be comparable with similarly titled measurements reported by
other companies. Management is therefore required to exercise its judgement in
appropriately identifying and describing these items. These measures are not
intended to be a substitute for, or superior to, IFRS measurements. Refer to
the Glossary of terms for further understanding of adjusting items.
The Financial Review provides reconciliations of alternative performance
measures (APMs) to statutory measures and provides the basis of calculation
for certain APM metrics. These APMs are provided on a consistent basis with
the prior year.
Estimation uncertainty
As at 30 June 2023, the Group noted three key sources of estimation
uncertainty. As set out in note 12, no reasonably possible change in
assumptions for the goodwill impairment assessment would give rise to an
impairment, and therefore the cashflow forecasts for the impairment assessment
of goodwill are not assessed to be a key source of estimation uncertainty at
30 June 2023, in line with 31 December 2022. Details of the three key sources
of estimation uncertainty are given below.
Measurement of retirement benefit obligations
The measurement of the retirement benefit obligation involves the use of
several assumptions which have been updated for 30 June 2023. The most
significant of these relate to the discount rate and mortality assumptions.
The most significant scheme is the UBM Pension Scheme (UBMPS). Note 36 of the
Financial Statements for the year ended 31 December 2022 details the principal
assumptions which have been adopted following advice received from independent
actuaries and also provides sensitivity analysis with regard to changes to
these assumptions. As at 30 June 2023, the Group has a total pension liability
of £448.1m (30 June 2022: £561.8m, 31 December 2022: £477.3m), and a net
pension surplus of £49.0m (30 June 2022: net surplus of £46.9m, 31 December
2022: net surplus of £49.1m).
Valuation of the acquisition intangible assets
The valuation of the acquisition intangibles relies on management's estimate
of both royalty rates and attrition rates for Tarsus and royalty rates for
Winsight. A reasonable change to these estimates could cause a material
adjustment to the provisional fair value of these intangibles within the
measurement period. Note 16 provides sensitivity analysis for this estimate.
2. Accounting policies and estimates (continued)
Measurement of retained stake in Pharma Intelligence
As part of the disposal of Pharma Intelligence in 2022 the Group retained an
investment of 15%. Pharma Intelligence was subsequently merged with Norstella
leaving Informa with an effective stake of 6.7% which is held at fair value of
£169.8m as at 30 June 2023. The valuation of the investment involves a number
of unobservable inputs with the most significant of these being the discount
rate where a reasonable change to the rate could cause a material adjustment
to the fair value of the investment within the next financial year. The
£169.8m fair value is based on a discount rate of 9.3%. Sensitivities have
been run on the discount rate, with a 0.5% change being considered a
reasonable possible change for the purposes of sensitivity analysis. A 9.8%
discount rate would result in fair value of £151.3m while a discount rate of
8.8% would result in a fair value of £191.3m.
Basis of preparation
The Group has adopted new standards and interpretations effective as of 1
January 2023, specifically, these are:
· IFRS 17 - Insurance Contracts
· Amendments to IAS 1 and IFRS Practice Statement 2 -
Disclosure of Accounting Policies
· Amendments to IAS 8 - Definition of Accounting
Estimates
· Amendments to IAS 12 - Deferred Tax related to Assets and
Liabilities arising from a Single Transaction. The Group has applied the
temporary exception under IAS 12 Deferred Tax related to Assets and
Liabilities arising from a Single Transaction in relation to the accounting
for deferred taxes arising from the implementation of the Pillar two rules.
The adoption of these amendments and interpretations has not led to any
changes to the Group's accounting policies or had any material impact on the
financial position or performance of the Group. Other amendments to IFRSs
effective for the period ended 30 June 2023 have no impact on the group.
Revenue
IFRS 15 Revenue from Contracts with Customers provides a single,
principles-based five-step model to be applied to all sales contracts. It is
based on the transfer of control of goods and services to customers and
requires the identification and assessment of the satisfaction of delivery of
each performance obligation in contracts in order to recognise revenue.
Where separate performance obligations are identified in a single contract,
total revenue is allocated on the basis of relative stand-alone selling prices
to each performance obligation, or management's best estimate of relative
value where stand-alone selling prices do not exist.
Revenue is measured at the fair value of consideration received or receivable
and represents amounts receivable for goods and services provided in the
normal course of business, net of discounts, VAT and other sales-related
taxes, and provisions for returns and cancellations. Revenue for each category
type is typically fixed at the date of the order and is not variable. Payments
received in advance of the satisfaction of a performance obligation are held
as deferred income until the point at which the performance obligation is
satisfied.
2. Accounting policies and estimates (continued)
Revenue type Performance Revenue recognition Timing of customer
obligations accounting policy payments
Exhibitor and related services Provision of services associated with exhibition and conference events, Performance obligations are satisfied at the point of time that services are Payments for events are normally received in advance of the event dates, which
including virtual events. provided to the customer with revenue recognised when the event has taken are typically up to 12 months in advance of the event date and are held as
place. deferred income until the event date.
Subscriptions Provision of journals and online information services that are provided on a Performance obligations are satisfied over time, with revenue recognised Subscriptions payments are normally received in advance of the commencement of
periodic basis or updated on a real- time basis. straight-line over the period of the subscription. the subscription period which is typically a 12-month period and are held as
deferred income.
Transactional sales Provision of books and specific publications in print or digital format. Revenue is recognised at the point of time when control of the product is Transactional sales to customers are typically on credit terms and customers
passed to the customer or the information pay accordingly to these terms.
service has been provided.
Attendee revenue Provision of exhibition or conference events. Performance obligations are satisfied at the point of time that the event is Payments by attendees are normally received either in advance of the event
held, with attendee revenue recognised at this date. date or at the event and are held as deferred income until the event date.
Marketing, advertising services and sponsorship Provision of advertising, marketing services and event sponsorship. Performance obligations are satisfied over the period of the advertising Payment for such services are normally received in advance of the marketing,
subscription or over the period when the marketing service is provided. advertising or sponsorship period and are held as deferred income until the
Revenue relating to advertising or sponsorship at events is recognised on a services are provided.
point of time
basis at the event date.
Revenue relating to barter transactions is recorded at fair value and the
timing of recognition is in line with the above. Expenses from barter
transactions are recorded at fair value and recognised as incurred. Barter
transactions typically involve the trading of show space or conference places
in exchange for services provided at events or media advertising.
2. Accounting policies and estimates (continued)
Financial risk management and financial instruments
The Group has exposure to the following risks from its use of financial
instruments:
· Insufficient capital risk management
· Financial market risk
· Credit risk
· Liquidity risk
The Condensed Consolidated Financial Statements do not include all financial
risk management information and disclosures required in the annual financial
statements; they should be read in conjunction with the Group's Financial
Statements as at 31 December 2022.
Impairment of goodwill
We consider whether the carrying value of our goodwill is impaired on an
annual basis and more frequently if there are indicators of impairment. The
most recent annual impairment review was performed as at 31 December 2022. For
the half year we consider whether there have been any impairment indicators
identified, either internal or external and undertake an impairment review if
indicators are identified.
We test for the impairment of intangible assets at the individual Cash
Generating Unit ("CGU") level and do this by comparing the carrying value of
assets in each cash CGU with the recoverable amount being the higher of the
fair value less cost to sell and value in use calculations derived from the
latest Group cash flow projections.
We test for the impairment of goodwill at the level at which goodwill is
monitored, being the business segment level for all segments. We test for
goodwill impairment by aggregating the carrying value of assets across CGUs or
individual CGUs and comparing this to the recoverable amount.
Discontinued operations
A discontinued operation is a component of the entity that either has been
disposed of or is classified as held for sale and that represents a separate
major line of business or geographical area of operations, is part of a single
coordinated plan to dispose of such a line of business or area of operations,
or is a subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the Condensed Consolidated
Income Statement (see note 9).
Business combinations
The acquisition of subsidiaries and other asset purchases that are assessed as
meeting the definition of a business under the rules of IFRS 3 Business
Combinations are accounted for using the acquisition method. The consideration
for each acquisition is measured at the aggregate of fair values of assets
given, liabilities incurred or assumed, and equity instruments issued by the
Group in exchange for control of the acquiree. If the accounting for business
combinations involves provisional amounts, which are finalised in a subsequent
reporting period during the 12-month measurement period as permitted under
IFRS 3, restatement of these provisional amounts may be required in the
subsequent reporting period. Acquisitions of the Group could be subject to
post-acquisition adjustments, therefore, as permitted by IFRS 3, acquisitions
have been accounted for using a provisional accounting basis. Acquisition and
integration costs incurred are expensed and included in adjusting items in the
Consolidated Income Statement.
2. Accounting policies and estimates (continued)
If the business combination is achieved in stages, the acquisition-date fair
value of the acquirer's previously held equity interest in the acquiree is
remeasured to fair value at the acquisition date through the Consolidated
Income Statement. Any contingent consideration to be transferred by the
acquirer will be recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration, which is classified
as a financial liability that is within the scope of IFRS 9 Financial
Instruments, will be recognised in the Income Statement.
Goodwill is initially measured at cost, being the excess of the aggregate of
the consideration transferred and the amount recognised for non-controlling
interests over the net identifiable assets acquired and liabilities assumed.
If this consideration is lower than the fair value of the net assets of the
subsidiary acquired, the difference is recognised in the Income Statement. The
Group recognises any non-controlling interest at the proportionate share of
the acquiree's identifiable net assets.
3. Re-presentation
Re-presentation of Condensed Consolidated Income Statement and Condensed
Consolidate Cash Flow Statement relating to discontinued operations
The previously reported Condensed Consolidated Income Statement and Condensed
Consolidated Cash Flow Statement for the six months ended 30 June 2022 have
been re-presented to show results for continuing and discontinued operations
following the disposal of EPFR on 3 October 2022 and Maritime Intelligence on
1 December 2022 (see note 9).
Condensed Consolidated Income Statement for the six months ended 30 June 2022
As previously reported Discontinued operations(1) Re-presented
£m £m £m
Continuing operations
Revenue 1,024.6 (31.1) 993.5
Net operating expenses before adjusting items (812.2) 21.6 (790.6)
Share of results of joint ventures and associates 0.9 - 0.9
Adjusted operating profit 213.3 (9.5) 203.8
Adjusting expense items in operating profit (141.4) (0.4) (141.8)
Operating profit 71.9 (9.9) 62.0
Fair value loss on investments (0.9) - (0.9)
Profit on disposal of subsidiaries and operations 9.8 - 9.8
Finance income 5.6 - 5.6
Finance costs (35.0) - (35.0)
Profit/(loss) before tax 51.4 (9.9) 41.5
Tax (charge)/credit (8.3) 2.8 (5.5)
Profit for the period from continuing operations 43.1 (7.1) 36.0
Discontinued operations
Profit for the period from discontinued operations 1,146.8 7.1 1,153.9
Profit for the period 1,189.9 - 1,189.9
Statutory profit attributable to equity holders of the company 1,193.0 - 1,193.0
Adjusted profit attributable to equity holders of the company 165.1 - 165.1
From continuing operations
Basic earnings per share (p) 3.1 (0.5) 2.6
Diluted earnings per share (p) 3.1 (0.5) 2.6
Adjusted earnings per share (p) 10.0 (0.4) 9.6
From continuing and discontinued operations
Basic earnings per share (p) 80.6 - 80.6
Diluted earnings per share (p) 80.2 - 80.2
Adjusted earnings per share (p) 11.2 - 11.2
1. Excludes the results of Pharma Intelligence as it was presented as a
discontinued operation in the previously reported 30 June 2022 results. See
Note 9.
3. Re-presentation (continued)
Condensed Consolidated Cash Flow Statement for the six months ended 30 June
2022
As previously reported Discontinued operations1 Re-presented
£m £m £m
Operating activities
Cash generated by operations 238.1 (10.4) 227.7
Income taxes paid (40.4) - (40.4)
Interest paid (33.0) - (33.0)
Net cash inflow from operating activities - continuing operations 164.7 (10.4) 154.3
Net cash inflow from operating activities - discontinued operations 34.4 10.4 44.8
Net cash inflow from operating activities 199.1 - 199.1
Interest received 4.7 - 4.7
Purchase of property and equipment (6.7) - (6.7)
Purchase of intangible software assets (14.0) 0.2 (13.8)
Product development cost additions (9.0) 2.4 (6.6)
Purchase of intangibles related to titles, brands and customer relationships (0.4) - (0.4)
Acquisition of subsidiaries and operations, net of cash acquired (6.4) - (6.4)
Cash inflow from disposal of subsidiaries 0.6 - 0.6
Net cash outflow from investing activities - continuing operations (31.2) 2.6 (28.6)
Net cash inflow from investing activities - discontinued operations 1,678.7 (2.6) 1,676.1
Net cash inflow from investing activities 1,647.5 - 1,647.5
Net cash outflow from financing activities - continuing operations (309.0) - (309.0)
Net cash outflow from financing activities - discontinued operations - - -
Net cash outflow from financing activities (309.0) - (309.0)
Net increase in cash and cash equivalents 1,537.6 - 1,537.6
Effect of foreign exchange rate changes 86.9 - 86.9
Cash and cash equivalents at beginning of the period 884.8 - 884.8
Cash and cash equivalents at end of the period 2,509.3 - 2,509.3
1. Excludes the results of Pharma Intelligence as it was presented as a
discontinued operation in the previously reported 30 June 2022 results. See
note 9.
3. Re-presentation (continued)
Re-presentation of Informa Connect revenue by type and business segment
results for the six months ended 30 June 2022
The Curinos, IGM and Zephyr businesses were transferred from the Informa
Intelligence segment to the Informa Connect segment following the divestment
of the Informa Intelligence businesses in 2022. The 30 June 2022 Informa
Connect operating segment and revenue by type results have been re-presented
in note 4 to reflect this change and the below provides a reconciliation
between the Informa Connect results as reported in the 2022 Half Year Results
Statement to the 30 June 2022 re-presented numbers.
Informa Connect segment revenue by type for the six months ended 30 June 2022
As previously reported Transfers Re-presented
£m £m £m
Continuing operations
Exhibitor 16.7 - 16.7
Subscriptions 0.5 55.3 55.8
Transactional sales 7.2 6.5 13.7
Attendee 47.1 - 47.1
Marketing and advertising services 7.2 2.2 9.4
Sponsorship 31.8 - 31.8
Total 110.5 64.0 174.5
Informa Connect segment revenue and operating profit for the six months ended
30 June 2022
As previously reported Transfers Re-presented
£m £m £m
Revenue 110.5 64.0 174.5
Adjusted operating profit before joint ventures and associates(1) 9.7 10.5 20.2
Adjusted operating profit 9.7 10.5 20.2
Intangible asset amortisation(2) (7.2) (6.1) (13.3)
Impairment - IFRS 16 right of use assets 0.1 (4.5) (4.4)
Impairment - property and equipment 0.1 0.1 0.2
Acquisition and integration costs (0.4) (2.2) (2.6)
Restructuring and reorganisation costs 0.3 (0.7) (0.4)
Onerous contracts associated with COVID-19 (0.3) - (0.3)
Operating profit 2.3 (2.9) (0.6)
1. Adjusted operating profit before joint ventures
and associates included depreciation and software and product development
amortisation of £9.7m
2. Excludes product development and software amortisation.
3. Re-presentation (continued)
Re-presentation of business segments - continuing operations
The business segment results for the six months ended 30 June 2022 and the
year ended 31 December 2022 have been re-presented to reflect a change in
central cost allocation methodology between business segments which was
revised in 2023. The prior periods have been re-presented for comparability
purposes, with no impact on the reported Consolidated Income Statement. A
reconciliation of the continuing business segments is shown in the following
three tables: previously reported amounts, the impact of the reallocation of
central costs between business segments, and the final re-presented position.
Continuing business segments six months ended 30 June 2022
1. Previously reported(1)
Informa Markets Informa Informa Connect(2) Taylor & Francis Tarsus
Tech Total(1)
£m £m £m £m £m £m
Revenue 421.4 136.0 174.5 261.6 - 993.5
Adjusted operating profit before joint ventures and associates 75.1 22.8 20.2 84.8 - 202.9
Share of adjusted results of joint 0.9 - - - - 0.9
ventures and associates
Adjusted operating profit 76.0 22.8 20.2 84.8 - 203.8
Intangible asset amortisation (82.4) (10.1) (13.3) (25.7) - (131.5)
Impairment - acquisition-related intangible assets (3.9) - - - - (3.9)
Reversal/(impairment) - right of use assets 1.2 0.1 (4.4) 0.4 - (2.7)
Impairment - property and 0.6 0.1 0.2 0.2 - 1.1
equipment
Acquisition and integration costs (1.4) (0.7) (2.6) (0.2) - (4.9)
Restructuring and reorganisation 1.8 0.4 (0.4) 0.8 - 2.6
costs
Onerous contracts associated with COVID-19 (0.9) 0.5 (0.3) - - (0.7)
Fair value gain/(loss) on contingent consideration (0.1) 0.3 - (2.0) - (1.8)
Operating profit/(loss) (9.1) 13.4 (0.6) 58.3 - 62.0
Fair value loss on investments (0.9)
Finance costs (35.0)
Profit on disposal of subsidiaries 9.8
and operations
Finance income 5.6
Profit before tax 41.5
1. The results for the six months ended 30 June 2022 have been re-presented
to reflect the reclassification of the Informa Intelligence businesses as a
discontinued operation. See tables above.
2. Re-presented for the transfer of the Curinos, IGM and Zephyr businesses
from Informa Intelligence to Informa Connect. See table above.
3. Re-presentation (continued)
2. Impact of central costs reallocation between business segments
Informa Markets Informa Informa Connect Taylor & Francis Tarsus
Tech Total
£m £m £m £m £m £m
Revenue - - - - - -
Adjusted operating profit/(loss) before joint ventures and associates 5.6 (3.5) (1.8) (0.3) - -
Adjusted operating profit/(loss) 5.6 (3.5) (1.8) (0.3) - -
Impairment - right of use assets 0.3 (0.1) (0.1) (0.1) - -
Impairment - property and 0.1 - (0.1) - - -
equipment
Acquisition and integration costs (0.1) 0.3 (0.2) - - -
Restructuring and reorganisation 0.3 0.1 (0.2) (0.2) - -
costs
Onerous contracts associated with COVID-19 (0.1) - 0.1 - - -
Operating profit/(loss) 6.1 (3.2) (2.3) (0.6) - -
( )
( )
3. Re-presentation (continued)
3. Six months ended 30 June 2022 (re-presented and unaudited)
Informa Markets Informa Informa Connect(2) Taylor & Francis Tarsus
Tech Total(1)
£m £m £m £m £m £m
Revenue 421.4 136.0 174.5 261.6 - 993.5
Adjusted operating profit before joint ventures and associates3 80.7 19.3 18.4 84.5 - 202.9
Share of adjusted results of joint 0.9 - - - - 0.9
ventures and associates
Adjusted operating profit 81.6 19.3 18.4 84.5 - 203.8
Intangible asset amortisation4 (82.4) (10.1) (13.3) (25.7) - (131.5)
Impairment - acquisition-related intangible assets (3.9) - - - - (3.9)
Reversal/(impairment) - right of use assets 1.5 - (4.5) 0.3 - (2.7)
Reversal of impairment - property and 0.7 0.1 0.1 0.2 - 1.1
equipment
Acquisition and integration costs (1.5) (0.4) (2.8) (0.2) - (4.9)
Restructuring and reorganisation 2.1 0.5 (0.6) 0.6 - 2.6
costs
Onerous contracts associated with COVID-19 (1.0) 0.5 (0.2) - - (0.7)
Fair value gain/(loss) on contingent consideration (0.1) 0.3 - (2.0) - (1.8)
Operating profit/(loss) (3.0) 10.2 (2.9) 57.7 - 62.0
Fair value loss on investments (0.9)
Finance costs (35.0)
Finance income 5.6
Profit on disposal of subsidiaries and operations 9.8
Profit before tax 41.5
1. The results have been re-presented to reflect the reclassification of the
Informa Intelligence businesses as a discontinued operation. See table above.
2. Re-presented for the transfer of the Curinos, IGM and Zephyr businesses
from Informa Intelligence to Informa Connect. See table above.
3. Adjusted operating profit before joint ventures and associates included the
following amounts for depreciation and software and product development
amortisation: £15.3m for Informa Markets, £9.7m for Informa Connect, £2.1m
for Informa Tech and £8.2m for Taylor & Francis.
4. Excludes product development and software amortisation.
3. Re-presentation (continued)
Continuing business segments year ended 31 December 2022
1. Previously reported and audited
Informa Markets Informa Informa Connect Taylor & Francis Tarsus Total
Tech
£m £m £m £m £m £m
Revenue 952.1 320.8 395.9 593.6 - 2,262.4
Adjusted operating profit before joint ventures and associates 169.4 61.5 56.2 207.1 - 494.2
Share of adjusted results of 2.1 - - - - 2.1
joint ventures and associates
Adjusted operating profit 171.5 61.5 56.2 207.1 - 496.3
Intangible asset amortisation (168.7) (27.0) (26.8) (52.8) - (275.3)
Impairment - acquisition-related intangibles (6.7) - (0.2) - - (6.9)
Impairment - right of use assets 2.5 0.3 (3.6) 0.9 - 0.1
Impairment - property and equipment 0.4 0.1 - 0.2 - 0.7
Acquisition and integration costs (0.5) (12.8) (8.6) (0.1) - (22.0)
Restructuring and reorganisation costs 2.3 0.8 (2.2) 0.7 - 1.6
Onerous contracts associated with COVID-19 (5.0) 0.5 (0.2) - - (4.7)
Fair value loss on contingent consideration (0.1) (3.7) - (1.9) - (5.7)
Operating profit/(loss) (4.3) 19.7 14.6 154.1 - 184.1
Profit on disposal of subsidiaries and operations 11.6
Distributions received from investments 20.6
Fair value loss on investments (0.9)
Finance income 27.5
Finance costs (74.1)
Profit before tax 168.8
2. Impact of central costs reallocation between business segments
Informa Markets Informa Informa Connect Taylor & Francis Tarsus Total
Tech
£m £m £m £m £m £m
Revenue - - - - - -
Adjusted operating (loss)/profit before joint ventures and associates 9.5 (6.0) (5.2) 1.7 - -
Adjusted operating profit/(loss) 9.5 (6.0) (5.2) 1.7 - -
Intangible asset amortisation 0.1 - - (0.1) - -
Impairment - right of use assets 0.1 (0.2) (0.2) 0.3 - -
Impairment - property and equipment - - (0.1) 0.1 - -
Acquisition and integration costs 0.1 - (0.1) - - -
Restructuring and reorganisation costs (0.3) (0.1) (0.2) 0.6 - -
Operating profit/(loss) 9.5 (6.3) (5.8) 2.6 - -
3. Re-presentation (continued)
3. Year ended 31 December 2022 (re-presented and unaudited)
Informa Markets Informa Informa Connect Taylor & Francis Tarsus Total
Tech
£m £m £m £m £m £m
Revenue 952.1 320.8 395.9 593.6 - 2,262.4
Adjusted operating profit before joint ventures and associates(1) 178.9 55.5 51.0 208.8 - 494.2
Share of adjusted results of 2.1 - - - - 2.1
joint ventures and associates
Adjusted operating profit 181.0 55.5 51.0 208.8 - 496.3
Intangible asset amortisation(2) (168.6) (27.0) (26.8) (52.9) - (275.3)
Impairment - acquisition-related intangibles (6.7) - (0.2) - - (6.9)
Impairment -right of use assets 2.6 0.1 (3.8) 1.2 - 0.1
Impairment - property and equipment 0.4 0.1 (0.1) 0.3 - 0.7
Acquisition and integration costs (0.4) (12.8) (8.7) (0.1) - (22.0)
Restructuring and reorganisation costs 2.0 0.7 (2.4) 1.3 - 1.6
Onerous contracts associated with COVID-19 (5.0) 0.5 (0.2) - - (4.7)
Fair value loss on contingent consideration (0.1) (3.7) - (1.9) - (5.7)
Operating profit 5.2 13.4 8.8 156.7 - 184.1
Profit on disposal of subsidiaries and operations 11.6
Distributions received from investments 20.6
Fair value loss on investments (0.9)
Finance income 27.5
Finance costs (74.1)
Profit before tax 168.8
1. Adjusted operating profit before joint ventures and associates included the
following amounts for depreciation and software and product development
amortisation: £31.7m for Informa Markets, £18.6m for Informa Connect, £5.1m
for Informa Tech and £16.3m for Taylor & Francis.
2. Excludes product development and software amortisation.
4. Business segments
The Group has identified reportable segments in respect of continuing
operations based on financial information used by the Directors in allocating
resources and making strategic decisions. We consider the chief operating
decision makers to be the Executive Directors. The Group's five identified
reportable segments under IFRS 8 Operating Segments are as described in the
Divisional Trading Review. There is no difference between the Group's
operating segments and the Group's reportable segments. Tarsus has been
presented as a separate segment for 30 June 2023 as the business will only be
integrated into the existing Informa segments later in the year. At 31
December 2023 we expect Tarsus not to be a separate segment.
Segment revenue and results for continuing operations
Six months ended 30 June 2023 (unaudited)
Informa Markets Informa Informa Connect Taylor & Francis Tarsus
Tech Total
£m £m £m £m £m £m
Revenue 758.9 196.8 250.5 283.4 30.9 1,520.5
Adjusted operating profit before joint ventures and associates(1) 240.2 27.2 50.2 87.1 7.7 412.4
Share of adjusted results of joint 0.9 - - - 0.2 1.1
ventures and associates
Adjusted operating profit 241.1 27.2 50.2 87.1 7.9 413.5
Intangible asset amortisation(2) (84.1) (18.8) (14.6) (26.6) (6.9) (151.0)
Reversal of impairment - right of use assets - - 0.5 - - 0.5
Acquisition costs (0.2) 1.5 (12.8) (0.2) (24.8) (36.5)
Integration costs (0.1) (0.6) (1.6) - (0.8) (3.1)
Restructuring and reorganisation 0.7 (0.3) (0.7) - - (0.3)
costs
Fair value gain/(loss) on contingent consideration (1.1) 78.0 (0.4) (0.7) - 75.8
Operating profit/(loss) 156.3 87.0 20.6 59.6 (24.6) 298.9
Fair value gain on investments 9.4
Profit on disposal of subsidiaries 4.3
and operations
Finance income 37.9
Finance costs (35.9)
Profit before tax 314.6
1. Adjusted operating profit before joint ventures and associates included the
following amounts for depreciation and other amortisation: £16.5m for Informa
Markets, £3.2m for Informa Tech, £9.5m for Informa Connect, £8.0m for
Taylor &Francis and £0.6m for Tarsus.
2. Excludes acquired intangible product development and software amortisation.
See Note 3 for segment revenue and results for continuing operations
comparatives for six months ended 30 June 2022 and year-ended 31 December
2022.
4. Business segments (continued)
Segment revenue by type for continuing operations
An analysis of the Group's revenue by segment and type is as follows:
Six months ended 30 June 2023 (unaudited):
Informa Markets Informa Informa Connect Taylor & Francis Tarsus
Tech Total
£m £m £m £m £m £m
Continuing operations
Exhibitor 615.1 44.7 50.7 - 21.9 732.4
Subscriptions 16.8 31.9 67.0 165.5 0.3 281.5
Transactional sales 2.1 12.5 21.9 117.4 - 153.9
Attendee 47.0 20.7 67.6 - 3.7 139.0
Marketing and advertising services 42.1 60.8 11.9 0.5 1.5 116.8
Sponsorship 35.8 26.2 31.4 - 3.5 96.9
Total 758.9 196.8 250.5 283.4 30.9 1,520.5
Six months ended 30 June 2022 (re-stated and unaudited):
Informa Markets(1) Informa Informa Connect(2) Taylor & Francis Tarsus
Tech(1) Total
£m £m £m £m £m £m
Continuing operations
Exhibitor 309.1 26.4 16.7 - - 352.2
Subscriptions 12.2 28.8 55.8 150.9 - 247.7
Transactional sales(1) 3.0 13.6 13.7 110.4 - 140.7
Attendee 34.9 13.9 47.1 - - 95.9
Marketing and advertising services(1) 33.3 27.4 9.4 0.3 - 70.4
Sponsorship 28.9 25.9 31.8 - - 86.6
Total 421.4 136.0 174.5 261.6 - 993.5
1. Transactional sales and Marketing advertising services revenue types have
been re-stated to reflect refinement of revenue classification which was made
in the year ended 31 December 2022 results. £4.4m has been reallocated from
Transactional sales to Marketing and advertising sales within Informa Markets,
and £13.3m from Transactional sales to Marketing and advertising sales within
Informa Tech.
2. Re-presented for the transfer of the Curinos, IGM and Zephyr businesses
from Informa Intelligence to Informa Connect. See note 3.
Year ended 31 December 2022 (audited):
Informa Markets Informa Informa Connect Taylor & Francis Tarsus
Tech Total
£m £m £m £m £m £m
Continuing operations
Exhibitor 715.1 63.5 41.6 - - 820.2
Subscriptions 28.0 57.2 121.6 325.9 - 532.7
Transactional sales 5.4 27.5 37.8 266.8 - 337.5
Attendee 60.4 51.5 109.4 - - 221.3
Marketing and advertising 76.8 85.2 21.2 0.9 - 184.1
services
Sponsorship 66.4 35.9 64.3 - - 166.6
Total 952.1 320.8 395.9 593.6 - 2,262.4
5. Adjusting items
The Board considers certain items should be recognised as adjusting items (see
glossary of terms for the definition of adjusting items) since, due to their
nature or infrequency, such presentation is relevant to an understanding of
the Group's performance. These items do not relate to the Group's underlying
trading and are adjusted from the Group's adjusted operating profit measure.
The following charges/(credits) in respect of continuing operations are
presented as adjusting items:
6 months 6 months Year ended
ended ended 31 December
30 June 2023 30 June 2022 2022
(unaudited) (re-presented and unaudited)(2) (audited)
£m £m £m
Continuing operations
Intangible asset amortisation(1) 151.0 131.5 275.3
Impairment - acquisition-related and other intangible assets - 3.9 6.9
(Reversal)/impairment - right of use assets (0.5) 2.7 (0.1)
Reversal of impairment - property and equipment - (1.1) (0.7)
Acquisition costs 36.5 0.6 11.8
Integration costs 3.1 4.3 10.2
Restructuring and reorganisation costs 0.3 (2.6) (1.6)
Onerous contracts associated with COVID-19 - 0.7 4.7
Fair value loss on contingent consideration 3.0 1.8 5.7
Fair value gain on contingent consideration (78.8) - -
Adjusting items in operating profit from continuing operations 114.6 141.8 312.2
Fair value (gain)/loss on investments (9.4) 0.9 0.9
Distributions received from investments - - (20.6)
Profit on disposal of subsidiaries and operations (4.3) (9.8) (11.6)
Finance costs 0.8 - 1.3
Adjusting items in profit before tax from continuing operations 101.7 132.9 282.2
Tax related to adjusting items (34.4) (25.7) (54.5)
Adjusting items in profit for the period from continuing operations 67.3 107.2 227.7
1. Intangible asset amortisation is in respect of acquired intangibles and
excludes amortisation of software and product development.
2. ( )Re-presented for discontinued operations (see note 3).
· Intangible asset amortisation is the amortisation charged in respect
of intangible assets acquired through business combinations or the acquisition
of trade and assets. The charge is not considered related to the underlying
performance of the Group and it can fluctuate materially period-on-period as
and when new businesses are acquired or disposed.
· Impairment/(reversal) of right of use assets mainly relate to the
permanent closure or re-opening of previously impaired office properties.
These have been classified as adjusting items based on being infrequent in
nature and therefore not being considered to be part of the usual underlying
costs of the Group and to provide comparability of underlying results to prior
periods.
· Acquisition and integration costs are costs incurred in acquiring and
integrating share and asset acquisitions. These are classified as adjusting
items as these costs relate to M&A activity which is not considered to be
part of the usual underlying activities of the Group.
5. Adjusting items (continued)
· Restructuring and reorganisation costs are costs incurred by the
Group in business restructuring and operating model changes and specific and
non-recurring legal costs. These have been classified as adjusting items
when they relate to specific initiatives following reviews of our
organisational operations during the period and are therefore adjusted to
provide comparability to prior periods.
· Subsequent re-measurements of contingent consideration are recognised
in the period as charges or credits to the Consolidated Income Statement
unless these qualify as measurement period adjustments arising within one year
from the acquisition date. These are classified as adjusting items as these
costs arise as a result of acquisitions and are not part of the underlying
operations of the business and are therefore adjusted to provide comparability
of underlying results to prior periods.
· Profit on disposal of subsidiaries and operations relate to disposals
in the current period or subsequent costs or credits relating to prior
disposals. These are classified as adjusting items as these profits relate to
disposals and are not considered part of the underlying operations of the
business and are therefore adjusted to provide comparability of underlying
results to prior periods.
· Fair value loss/(gain) on investments is the loss, or gain, as a
result of a decrease, or increase, in the fair value of investments held. This
is classified as an adjusting item as is not considered related to the
underlying trading operations and performance of the Group and are therefore
adjusted to provide comparability to prior periods.
6. Finance income
6 months 6 months Year ended
ended ended 30 June 2022 31 December
30 June 2023 2022
(unaudited) (unaudited) (audited)
£m £m £m
Continuing operations
Interest income on bank deposits 37.7 5.4 25.3
Interest income from loans receivable - - 1.7
Interest income finance lessor leases 0.1 0.1 0.3
Fair value gain on financial instruments through the income statement 0.1 0.1 0.2
Total finance income 37.9 5.6 27.5
7. Finance costs
6 months 6 months Year ended
ended ended 31 December
30 June 2023 30 June 2022 2022
(unaudited) (unaudited) (audited)
£m £m £m
Continuing operations
Interest expense on borrowings and loans 30.2 29.5 61.1
Interest on IFRS 16 leases 5.5 5.2 11.0
Interest cost on pension scheme net liabilities 0.5 0.3 0.7
Total interest expense 36.2 35.0 72.8
Non-income taxes in relation to intra-group financing - - 0.2
Fair value gain on financial instruments through the income statement (1.1) - (0.2)
Financing costs before adjusting items 35.1 35.0 72.8
Adjusting items(1) 0.8 - 1.3
Total finance costs 35.9 35.0 74.1
1. The adjusting item for 2023 relates to the revaluation of the BolognaFiere
convertible bond issued in December 2022. The adjusting item for the year
ended 2022 relates to the finance fees associated with the early repayment of
debt.
( )
( )
8. Taxation
The tax charge comprises:
6 months 6 months Year ended
ended ended 31 December
30 June 2023 30 June 2022 2022
(unaudited) (re-presented and unaudited)(1) (audited)
£m £m £m
Continuing operations
Current tax 62.9 17.1 55.2
Deferred tax (18.2) (11.6) (28.5)
Total tax charge on profit on ordinary activities 44.7 5.5 26.7
1. Re-presented (see note 3).
The Effective Tax Rate of 19.0% (H1 2022: 17.9%) has been estimated using full
year forecasts and has then been applied to the continuing adjusted profit
before tax for the period. The tax charge on adjusting items for the period
has been calculated by applying to each adjusting item the tax rate for the
jurisdiction in which the adjusting item arises, to the extent the item is
expected to be taxable/deductible.
9. Discontinued operations
Results from discontinued operations
Following the divestment of Pharma Intelligence, EPFR and Maritime
Intelligence and the transfer of Curinos, IGM and Zephyr into the Connect
division the Informa Intelligence segment was classified as a discontinued
operation as of 31 December 2022. The financial performance of the Informa
Intelligence business in prior periods is presented below:
6 months 6 months Year ended
ended ended 31 December 2022
30 June 2023 30 June 2022
(unaudited) (re-presented and unaudited) (audited)
Notes £m £m £m
Revenue - 102.8 126.9
Net operating expenses before adjusting items - (72.1) (88.2)
Share of results of joint ventures and associates - - -
Adjusted operating profit - 30.7 38.7
Adjusting items in operating profit - (1.8) (0.9)
Operating profit - 28.9 37.8
Profit on disposal of subsidiaries and operations - 1,366.5 1,740.3
Profit before tax - 1,395.4 1,778.1
Tax charge on adjusted profit before tax - (7.6) (9.2)
Tax charge related to adjusting items - (233.9) (275.7)
Tax charge - (241.5) (284.9)
Profit for the period from discontinued operations - 1,153.9 1,493.2
Net profit from discontinued operations (net of tax) attributable to owners of - 1,153.9 1,493.2
the Company
Earnings per share from discontinued operations
Basic (p) 11 - 78.0 102.5
Diluted (p) 11 - 77.6 102.0
9. Discontinued operations (continued)
Adjusting items for discontinued operations
6 months 6 months Year ended
ended ended 31 December 2022
30 June 2023 30 June 2022
(unaudited) (re-presented and unaudited) (audited)
£m £m £m
Intangible asset amortisation(1) - 0.2 0.4
Reversal of impairment - right of use assets - (0.3) (0.5)
Acquisition costs - 0.6 0.1
Integration costs - 1.4 1.1
Restructuring and reorganisation costs - (0.1) (0.2)
Adjusting items in operating profit - 1.8 0.9
Profit on disposal of subsidiaries and operations - (1,366.5) (1,740.3)
Adjusting items in profit before tax - (1,364.7) (1,739.4)
Tax related to adjusting items - 233.9 275.7
Adjusting items in profit for the period from discontinued operations - (1,130.8) (1,463.7)
1. Intangible asset amortisation is in respect of acquired intangibles and
excludes amortisation of software and product development.
Condensed consolidated cash flow statement - discontinued operations
6 months 6 months Year ended
ended ended 31 December
30 June 2023 30 June 2022 2022
(unaudited) (re-presented and unaudited) (audited)
£m £m £m
Profit before tax - 1,395.4 1,778.1
Adjustments for:
Amortisation of other intangible assets - 2.0 3.5
Impairment - property and equipment - 0.1 -
Impairment -right of use assets - (0.3) -
Profit on disposal of subsidiaries and operations - (1,366.5) (1,740.3)
Operating cash inflow before movements in working capital - 30.7 41.3
Working capital movement - 14.1 13.4
Income taxes paid - (1.0)
Net cost inflow from operating activities - 44.8 53.7
Purchase of property, plant and equipment - - (0.1)
Purchase of intangible software assets - (0.6) (0.7)
Product development costs - (6.2) (6.7)
Proceeds from disposal of subsidiaries and operations, gross of taxation paid - 1,693.3 2,104.0
Taxation paid on proceeds from disposal of subsidiaries and operations - (10.4) (204.4)
Net cash inflow from investing activities - 1,676.1 1,892.1
Net cash inflow from financing activities - - -
Net increase in cash generated by discontinued operations - 1,720.9 1,945.8
10. Dividends
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
£m £m £m
Amounts recognised as distributions to equity holders in the period:
Interim dividend for 2022 of 3.0p per share - 43.7 43.7
Final dividend for 2022 of 6.8p per share - - 96.5
Proposed (not recognised as a liability at the end of the period)
Interim dividend for 2023 of 5.8p per share 81.2 - −
As at 30 June 2023 £95.9m (30 June 2022: £0.2m and 31 December 2022: £0.2m)
of dividends are still to be paid. The proposed final dividend for the year
ended 31 December 2022 of 6.8 pence per share, amounting to £96.5m, was
approved at the AGM on 15 June 2023 and was paid on 14 July 2023. This has
been included as a liability as at 30 June 2023.
The proposed interim dividend for the six months ended 30 June 2023 of 5.8
pence per share, amounting to approximately £81.2m, has been approved by the
Board and will be paid on 15 September 2023 to ordinary shareholders
registered as at the close of business on 11 August 2023. This not been
included as a liability in these financial statements.
11. Earnings per share
Basic EPS
The basic earnings per share (EPS) calculation is based on the profit
attributable to Equity Shareholders of the Company. To calculate basic
earnings per share this amount is divided by the weighted average number of
shares in issue (which is stated after deducting shares held by the Employee
Share Trust and ShareMatch).
Diluted EPS
The diluted EPS calculation is based on the basic EPS calculation above,
except that the weighted average number of shares includes all potentially
dilutive options granted by the reporting date as if those options had been
exercised on the first day of the accounting period or the date of the grant,
if later.
Weighted average number of shares
The table below sets out the weighted average number of shares used in the
calculation of diluted EPS for both statutory and adjusted purposes showing
the adjustment in respect of dilutive potential Ordinary Shares.
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
Weighted average number of shares used in basic earnings per share 1,405,563,269 1,480,117,454 1,456,167,252
Effect of dilutive potential ordinary shares 8,695,670 8,291,719 8,117,003
Weighted average number of shares used 1,414,258,939 1,488,409,173 1,464,284,255
in diluted EPS calculation
11. Earnings per share (continued)
Statutory EPS from continuing operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (re-presented and unaudited) (audited)
Per share Per share Per share
Earnings amount Earnings amount Pence Earnings amount
£m Pence £m £m Pence
Profit for the period 269.9 1,189.9 1,635.3
Adjustments to exclude profit for the period from discontinued operations - (1,153.9) (1,493.2)
Earnings from continuing operations for the purpose of basic EPS excluding 269.9 36.0 142.1
discontinued operations
Non-controlling interests (16.4) 3.1 (3.8)
Earnings from continuing operations for the purpose of statutory basic EPS (p) 253.5 18.0 39.1 2.6 138.3 9.5
Effect of dilutive potential ordinary (0.1) - (0.1)
shares
Earnings from continuing operations for the purpose of statutory diluted EPS 253.5 17.9 39.1 2.6 138.3 9.4
(p)
Statutory EPS from discontinued operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (re-presented and unaudited) (audited)
Per share Per share Per share
Earnings amount Earnings amount Pence Earnings amount
£m Pence £m £m Pence
Profit for the period - 1,153.9 1,493.2
Non-controlling interests - - -
Earnings for the purpose of statutory basic EPS (p) - - 1,153.9 78.0 1,493.2 102.5
Effect of dilutive potential ordinary - (0.4) (0.5)
shares
Earnings for the purpose of statutory diluted EPS (p) - - 1,153.9 77.6 1,493.2 102.0
11. Earnings per share (continued)
Statutory EPS from continuing and discontinued operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (re-presented and unaudited) (audited)
Per share Per share Per share
Earnings amount Earnings amount Pence Earnings amount
£m Pence £m £m Pence
Profit/(loss) for the period 269.9 1,189.9 1,635.3
Non-controlling interests (16.4) 3.1 (3.8)
Earnings for the purpose of statutory basic EPS (p) 253.5 18.0 1,193.0 80.6 1,631.5 112.0
Effect of dilutive potential ordinary - (0.1) - (0.4) - (0.6)
shares
Earnings from continuing and discontinued operations for the purpose 253.5 17.9 1,193.0 80.2 1,631.5 111.4
of statutory diluted EPS (p)
11. Earnings per share (continued)
Adjusted EPS
The basic and diluted adjusted EPS calculations have been presented to provide
additional useful information on the underlying performance. Profits are based
on operations attributable to equity shareholders and are adjusted to exclude
items that in the opinion of the Directors would distort underlying results,
with those items detailed in note 5.
Adjusted EPS from continuing operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (re-presented and unaudited) (audited)
Per share Per share Per share
Earnings amount Earnings amount Pence Earnings amount
£m Pence £m £m Pence
Continuing operations
Earnings for the purpose of basic 253.5 18.0 39.1 2.6 138.3 9.5
EPS/ statutory basic EPS (p)
Adjusting items:
Intangible asset amortisation 151.0 10.7 131.5 8.9 275.3 18.9
Impairment - acquisition-related - - 3.9 0.3 6.9 0.5
intangible assets
(Reversal)/impairment - right of use assets (0.5) - 2.7 0.2 (0.1) -
Reversal of impairment - property and equipment - - (1.1) (0.1) (0.7) (0.1)
Acquisition costs 36.5 2.6 0.6 - 11.8 0.8
Integration costs 3.1 0.2 4.3 0.3 10.2 0.7
Restructuring and reorganisation costs 0.3 - (2.6) (0.2) (1.6) (0.1)
Onerous contracts associated with COVID-19 - - 0.7 - 4.7 0.3
Fair value gain on contingent consideration (78.8) (5.6) - - - -
Fair value loss on contingent consideration 3.0 0.2 1.8 0.1 5.7 0.4
Profit on disposal of subsidiaries and operations (4.3) (0.3) (9.8) (0.7) (11.6) (0.8)
Distributions received from investments - - - - (20.6) (1.4)
Fair value loss on investments (9.4) (0.7) 0.9 0.1 0.9 0.1
Finance costs 0.8 0.1 - - 1.3 0.1
Tax related to adjusting items (34.4) (2.4) (25.7) (1.7) (54.5) (3.7)
Non-controlling interest adjusting items (2.1) (0.1) (4.3) (0.2) (9.5) (0.7)
Earnings for the purpose of adjusted 318.7 22.7 142.0 9.6 356.5 24.5
basic EPS/adjusted basic EPS (p) from continuing operations
Effect of dilutive potential ordinary shares - (0.2) - - - (0.1)
Earnings for the purpose of adjusted 318.7 22.5 142.0 9.6 356.5 24.4
diluted EPS (p) from continuing operations
11. Earnings per share (continued)
Adjusted EPS from discontinued operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (re-presented and unaudited) (audited)
Per share Per share Per share
Earnings amount Earnings amount Pence Earnings amount
£m Pence £m £m Pence
Discontinued operations
Earnings for the purpose of basic - 1,153.9 1,493.2
EPS/ statutory basic EPS (p)
Adjusting items - (1,130.8) (1,463.7)
Earnings for the purpose of adjusted - - 23.1 1.6 29.5 2.0
basic EPS/ Adjusted basic EPS (p) from discontinued operations
Effect of dilutive potential ordinary shares - - - - - -
Earnings for the purpose of adjusted - - 23.1 1.6 29.5 2.0
diluted EPS (p) from discontinued operations
Adjusted EPS from continuing and discontinued operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
Per share Per share Per share
Earnings amount Earnings amount Pence Earnings amount
£m Pence £m £m Pence
From continuing and discontinued operations
Earnings for the purpose of adjusted 318.7 22.7 165.1 11.2 386.0 26.5
basic EPS/ Adjusted basic EPS (p)
Effect of dilutive potential ordinary - (0.2) - - - (0.1)
shares
Earnings for the purpose of adjusted 318.7 22.5 165.1 11.2 386.0 26.4
diluted EPS (p) from continuing and discontinued operations
The denominators used are the same as those detailed above for both basic and
diluted earnings per share from continuing and discontinued operations.
12. Goodwill
(Unaudited)
£m
Cost
At 1 January 2023 6,559.2
Additions 866.7
Exchange differences (266.5)
At 30 June 2023 7,159.4
Accumulated impairment losses
At 1 January 2023 (678.9)
Exchange differences 25.2
At 30 June 2023 (653.7)
Carrying amount
At 30 June 2023 6,505.7
At 31 December 2022 5,880.3
Impairment trigger test and impairment review
In preparing the 30 June 2023 Consolidated Balance Sheet, the Directors
reviewed the carrying value of the Group's goodwill to assess if there were
indicators of impairment. This review starts with an assessment of current
and forecast trading against the budget used in the 2022 year-end impairment
review.
This assessment was undertaken at 30 June 2023 and concluded that there were
indicators of impairment for the Informa Tech segment. Testing involved
comparing the carrying value of assets with value in use calculations, derived
from the latest Group cash flow projections. The impairment review work
confirmed that there was sufficient headroom and therefore no impairment was
required. The key inputs and assumptions used in the impairment analysis were
the projected cash flows, long-term growth rate and discount rate. A
reasonably possible change to assumptions would not give rise to an
impairment.
13. Share capital
Share capital as at 30 June 2023 amounted to £1.4m (30 June 2022: £1.5m and
31 December 2022: £1.4m).
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
Number of shares Number of shares Number of shares
At 1 January 1,418,525,746 1,503,112,804 1,503,112,804
Issue of shares 25,957,663 5,000,000 5,000,000
Shares bought back on-market and cancelled (41,493,317) (50,320,389) (89,587,058)
At 30 June / 31 December 1,402,990,092 1,457,792,415 1,418,525,746
As at 30 June 2023, the Informa Employee Share Trust (EST) held 901,990 (30
June 2022: 2,745,459; 31 December 2022: 2,661,689) ordinary shares in the
Company at a market value of £6.5m (30 June 2022: £14.5m; 31 December 2022:
£16.5m). As at 30 June 2023 the ShareMatch scheme held 1,487,968 (30 June
2022: 1,342,673; 31 December 2022: 1,354,338) ordinary shares in the Company.
At 30 June 2023, the Group held 0.2% (30 June 2022: 0.3%; 31 December 2022:
0.3%) of its own called-up share capital.
The Company issued 25,957,663 new ordinary shares of 0.1 pence each on 19
April 2023. The shares were issued as part of the consideration for the
acquisition of Tarsus Group, refer to note 16.
13. Share capital (continued)
During the period, the Company bought back 42,057,741 ordinary shares at an
average value of 690.3p for a total consideration of £290.3m and cancelled
41,493,317 of these shares. 564,424 shares (£4.1m) were settled and cancelled
subsequent to 30 June 2023. A share buyback liability of £36.8m has been
included in trade and other payables at 30 June 2023 which reflects the
maximum liability for the purchase of the Company's own shares through to the
conclusion of the Group's closed period on 27 July 2023 following an
irrevocable instruction issued to the Group's broker in connection with the
previously announced share buyback programme.
14. Notes to the Cash Flow Statement
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
(unaudited) (re-presented and unaudited) 1 (audited)
Note £m £m £m
Continuing operations:
Profit before tax 314.6 41.5 168.8
Adjustments for:
Depreciation of property and equipment 6.4 5.6 11.7
Depreciation of right of use assets 12.6 12.0 24.8
Amortisation of other intangible assets 169.8 149.6 310.5
Impairment - acquisition-related intangible assets - 3.9 6.9
(Reversal)/impairment - right of use assets (0.5) 2.7 (0.1)
Impairment - property and equipment - (1.1) (0.7)
Share-based payments 11.5 8.4 17.5
Fair value (gain)/loss on contingent consideration (75.8) 1.8 5.7
Lease modifications (1.9) (2.4) (3.0)
Profit on disposal of businesses (4.3) (9.8) (11.6)
Distributions received from investments - - (20.6)
(Profit)/loss on disposal of property and equipment and software (0.1) 0.1 0.3
Fair value (gain)/loss on investments (9.4) 0.9 0.9
Finance income (37.9) (5.6) (27.5)
Finance costs 35.9 35.0 74.1
Share of results of joint ventures and associates (1.1) (0.9) (2.1)
Operating cash inflow before movements in working capital 419.8 241.7 555.6
(Increase)/decrease in inventories (0.7) (0.6) 0.1
(Increase)/decrease in receivables (73.5) (100.8) (141.7)
(Decrease)/increase in payables (78.8) 90.3 197.2
Movements in working capital (153.0) (11.1) 55.6
Pension deficit recovery contributions (1.2) (2.9) (6.9)
Additional pension payments - - (16.1)
Pension payment into escrow - - (28.2)
Cash generated from continuing operations 265.6 227.7 560.0
Cash generated from discontinued operations 9 - 44.8 54.7
Cash generated from operations 265.6 272.5 614.7
1. Re-presented (see note 3 - Re-presentation of Income Statement and Cash
Flow Statement relating to discontinued operations).
14. Notes to the Cash Flow Statement (continued)
Analysis of movement in net (debt)/cash (unaudited) as at 30 June 2023:
At 30
At 1 Jan Non-cash movements Cash flow Exchange movements June
2023 £m £m £m 2023
£m £m
Cash and cash equivalents 2,125.8 - (1,015.2) (53.1) 1,057.5
Other financing assets
Derivative assets associated with borrowings 2.2 (2.2) - - -
Finance lease receivables 6.7 5.8 (1.0) (0.1) 11.4
Total other financing assets 8.9 3.6 (1.0) (0.1) 11.4
Other financing liabilities
Bond borrowings due in more than one year (1,503.5) (1.4) 0.1 32.4 (1,472.4)
Bank loans due in more than one year (38.9) (0.3) 1.2 2.2 (35.8)
Derivative liabilities associated with borrowings (168.1) 44.2 - - (123.9)
Lease liabilities (270.4) (18.1) 12.6 11.2 (264.7)
Bond borrowings due in less than one year (398.4) - - 12.2 (386.2)
Acquired debt - (443.9) 443.9 - -
Total other financing liabilities (2,379.3) (419.5) 457.8 58.0 (2,283.0)
Total net financing liabilities (2,370.4) (415.9) 456.8 57.9 (2,271.6)
Net (debt)/cash (244.6) (415.9) (558.4) 4.8 (1,214.1)
Analysis of movement in net (debt)/cash (unaudited) as at 30 June 2022:
At 30
At 1 Jan Non-cash movements Cash flow Exchange movements June
2022 £m £m £m 2022
£m £m
Cash and cash equivalents 884.8 - 1,537.6 86.9 2,509.3
Other financing assets
Derivative assets associated with borrowings 3.4 (3.4) - - -
Finance lease receivables 6.4 2.1 (1.2) 0.4 7.7
Total other financing assets 9.8 (1.3) (1.2) 0.4 7.7
Other financing liabilities
Bond borrowings due in more than one year (1,989.2) (1.6) - (38.1) (2,028.9)
Bank loans due in more than one year (33.4) (0.7) 0.1 (3.9) (37.9)
Derivative liabilities associated with borrowings (40.7) (116.6) - - (157.3)
Lease liabilities (265.9) (2.8) 13.3 (22.2) (277.6)
Total other financing liabilities (2,329.2) (121.7) 13.4 (64.2) (2,501.7)
Total net financing liabilities (2,319.4) (123.0) 12.2 (63.8) (2,494.0)
Net (debt)/cash (1,434.6) (123.0) 1,549.8 23.1 15.3
14. Notes to the Cash Flow Statement (continued)
Analysis of movement in net (debt)/cash (audited) as at 31 December 2022:
At 31 December
At 1 Jan Non-cash movements Cash flow Exchange movements 2022
2022 £m £m £m £m
£m
Cash and cash equivalents 884.8 - 1,158.4 82.6 2,125.8
Other financing assets
Derivative assets associated with borrowings 3.4 (1.2) - - 2.2
Finance lease receivables 6.4 1.9 (1.5) (0.1) 6.7
Total other financing assets 9.8 0.7 (1.5) (0.1) 8.9
Other financing liabilities
Bond borrowings due in more than one year (1,989.2) 395.1 177.2 (86.6) (1,503.5)
Bank loans due in more than one year (33.4) (1.1) 0.4 (4.8) (38.9)
Derivative liabilities associated with borrowings (40.7) (127.4) - - (168.1)
Lease liabilities (265.9) (13.7) 32.1 (22.9) (270.4)
Bond borrowings due in less than one year - (398.4) - - (398.4)
Acquired debt - (36.6) 36.6 - -
Total other financing liabilities (2,329.2) (182.1) 246.3 (114.3) (2,379.3)
Total net financing liabilities (2,319.4) (181.4) 244.8 (114.4) (2,370.4)
Net (debt) (1,434.6) (181.4) 1,403.2 (31.8) (244.6)
Reconciliation of movement in Net (Debt)/Cash
6 months 6 months Year ended
ended ended 31 December
30 June 2023 30 June 2022 2022
(unaudited) (unaudited) (audited)
£m £m £m
(Decrease)/increase in cash and cash equivalents in the period (1,015.2) 1,158.4
(including cash acquired) 1,537.6
Cash flows from net drawdown of borrowings and 456.8 244.8
derivatives associated with debt 12.2
Change in net debt resulting from cash flows (558.4) 1,549.8 1,403.2
Non-cash movements including foreign exchange and excluding net lease (398.8) (99.2) (201.4)
additions
Movement in net cash/debt in the period (957.2) 1,450.6 1,201.8
Net debt at beginning of the period (244.6) (1,434.6) (1,434.6)
Net lease additions in the period (12.3) (0.7) (11.8)
Net (debt)/cash at end of the period (1,214.1) 15.3 (244.6)
15. Borrowings
The Group had £3.0bn of committed facilities at 30 June 2023 (£3.2bn at 30
June 2022 and £3.1bn at 31 December 2022). The total borrowings excluding
lease liabilities as well as derivative assets and liabilities associated with
borrowings are as follows:
At 31
At 30 June At 30 June December
2023 2022 2022
(unaudited) (unaudited) (audited)
£m £m £m
Current
Euro Medium Term Note (€450.0m) - due July 2023(1) 386.2 - 398.4
EMTN borrowings - current 386.2 - 398.4
Non-current
Bank borrowings - other 38.8 40.8 41.3
Bank debt issue costs (3.0) (2.9) (2.4)
Bank borrowings - non-current 35.8 37.9 38.9
Euro Medium Term Note (€450.0m) - due July 2023(1) - 558.5 -
Euro Medium Term Note (€700.0m) - due October 2025 600.7 601.4 619.7
Euro Medium Term Note (£450.0m) - due July 2026 450.0 450.0 450.0
Euro Medium Term Note (€500.0m) - due April 2028 429.0 429.5 442.6
EMTN borrowings issue costs (7.3) (10.5) (8.8)
EMTN borrowings - non-current 1,472.4 2,028.9 1,503.5
Total borrowings - non-current 1,508.2 2,066.8 1,542.4
Total borrowings 1,894.4 2,066.8 1,940.8
1. €200m of this note was repaid in September 2022, prior to this €650m of
notes were in issue.
Bank borrowings reflect £38.8m of a drawn loan facility, acquired as part of
the 2021 Curinos (Novantas) transaction. There are total loan facilities
available relating to Curinos of up to $110.0m of which $60.0m has 6-year
maturity from May 2022 and $50.0m has a maturity date no later than 28 May
2027. £48.3m of this facility remains undrawn. The Group also has access to
revolving credit facilities of £1,050.0m, of which nil was drawn at 30 June
2023 (31 December 2022: nil drawn, 30 June 2022: nil drawn). The facility
matures in February 2026.
The Group does not have any of its property and equipment and other intangible
assets pledged as security over its Group-level loans.
16. Business combinations
Business combinations made in 6 months ended 30 June 2023
The principal business combinations in the period were the acquisitions of
Tarsus Group and Winsight, LLC and the provisional amounts recognised in
respect of the estimated fair value of identifiable assets and liabilities of
these acquisitions are provided below.
Tarsus Group
On 17 April 2023, the Group acquired 100% of the issued share capital of Tiger
Acquisitions (Jersey) Limited, parent company of Tarsus Group Limited, and its
subsidiaries (collectively 'Tarsus Group'). Tarsus owns and operates a
portfolio of over 160 Live and On-Demand B2B Event brands across a number of
markets.
Total consideration was £359.4m, of which £168.1m was paid in cash, £169.8m
was settled by the issue of 26.0m shares in Informa Plc at a price of £6.56
per share, and the remainder represented by deferred Informa equity,
determined to have a fair value of £21.5m at acquisition date, which is
contingent upon the Informa Plc share price reaching £8.50 for two
consecutive trading days by 1 June 2025.
16. Business combinations (continued)
The contingent equity was fair valued using an option pricing model and the
estimated range of volatility is £16.9m to £24.0m. The maximum payment is
capped at $45.0m and there is no link between the contingent equity and
ongoing employment. The fair value was updated to £24.4m as at 30 June 2023
due to the performance of the Informa Plc share price between the acquisition
date and 30 June 2023 with the movement reflected in the Consolidated Income
Statement.
The provisional fair value of the identifiable assets acquired and liabilities
assumed at the acquisition date are shown below:
Provisional
fair value
£m
Acquisition intangible assets 361.1
Property and equipment 2.7
Investments in joint ventures 22.3
Trade and other receivables(1) 45.9
Cash and cash equivalents 29.6
Trade and other payables (81.9)
Borrowings (443.9)
Deferred income (90.1)
Provisions (5.7)
Current tax liabilities (7.7)
Deferred tax liabilities (55.9)
Total identifiable net liabilities assumed (223.6)
Non-controlling interest (87.2)
Provisional goodwill 670.2
Total consideration 359.4
1. Trade and other receivables includes trade receivables that represent the
gross contractual amounts and the amounts that are expected
to be collected in full.
Satisfied by: £m
Cash 168.1
Share consideration 169.8
Contingent equity consideration 21.5
Total 359.4
Included in net liabilities are £443.9m of external borrowings comprising of
an interest-bearing loan. This loan was settled by the Group on 17 April 2023
immediately following acquisition.
The £87.2m fair value of non-controlling interest has been valued through the
income approach, using a discounted cash flow analysis. The non-controlling
interest relates to subsidiaries of Tiger Acquisitions (Jersey) Limited.
Acquisition intangible assets of £361.1m consist of £236.3m of trade names
fair valued using the relief from royalty method, £122.2m of customer
relationships fair valued using the excess earnings income method, and £2.6m
of content library fair valued using the cost approach. A deferred tax
liability has been recognised as a result of the recognition of these
acquisition intangible assets.
16. Business combinations (continued)
To determine the value of separately identifiable intangible assets several
estimates have been made. Three estimates have been identified where a
reasonable change could cause a materially different value of intangible
assets to be recognised. The most significant of these estimates is the
royalty rate used within the relief from royalty valuation method for trade
names. A 2.5% increase or decrease in royalty rate would result in a c.£40m
increase or decrease in trade names valuation. The second significant estimate
is the attrition rate used in the customer relationships valuation. A 5%
decrease in attrition rate would result in a £16.7m decrease in customer
relationships valuation and a 5% increase in attrition rate would result in a
£22.5m increase in customer relationships valuation. The final significant
estimate is the remaining useful live estimates. A two-year increase in
estimate would result in a £24.6m increase in trade name valuations and a
two-year decrease would result in a £29.2m decrease in trade name valuations.
The provisional goodwill arising from the acquisition has initially been
identified as relating to the following factors:
1. Increased depth in growing business-to-business markets;
2. Access to new markets where Informa had less presence, with the
benefit of global reach of the highly complementary geographic and commercial
fit of the combined portfolios;
3. Synergy opportunities from cost savings and incremental revenue
opportunities; and
4. Enhanced quality of earnings as increased scale and international
breadth provide resilience and greater revenue predictability.
Goodwill recognised is included in the Tarsus group of CGUs as at 30 June 2023
and will be included in the Informa Markets and Informa Connect group of CGUs
for 31 December 2023 once the allocation has been finalised. None of the
goodwill recognised is expected to be deductible for tax purposes.
Total acquisition-related costs of £24.8m were recognised within adjusting
items in the consolidated income statement.
The Tarsus business generated revenue of £30.9m and loss after tax of £24.4m
for the period from the date of acquisition to 30 June 2023.
Winsight, LLC
On 16 May 2023, the Group acquired 100% of the issued share capital of LOE
Holdings LLC, parent company of Winsight, LLC, and its subsidiaries
(collectively 'Winsight'). Winsight is the leading specialist B2B Events, Data
and Media Group for the food services market.
Total consideration was £324.0m, of which £314.3m was paid in cash and
£9.7m was contingent cash consideration. The contingent consideration is
based on 2023 revenue and EBITDA performance. There is no link between the
contingent consideration and ongoing employment.
The fair value of contingent consideration was calculated using a
probability-weighted scenario approach and reflects the discounted value of
estimated payments based on estimates of 2023 performance of Winsight as at
date of acquisition. The estimated range of undiscounted payment is £8.3m to
£11.8m. The maximum payment is capped at £16.1m. Subsequent remeasurement of
the contingent consideration will be recorded in the Consolidated Income
Statement. There was no change to the fair value recognised at acquisition as
at 30 June 2023.
16. Business combinations (continued)
The provisional fair value of the identifiable assets acquired and liabilities
assumed at the acquisition date are shown below:
Provisional
fair value
£m
Acquisition intangible assets 163.4
Other intangible assets 1.5
Property and equipment 1.8
Trade and other receivables(1) 6.9
Cash and cash equivalents 17.9
Right of use assets 3.9
Finance lease receivables 0.3
Other receivables 0.3
Finance lease liabilities (4.2)
Trade and other payables (2.3)
Deferred income (36.2)
Provisions (1.2)
Current tax liabilities (1.5)
Deferred tax liabilities (8.9)
Total identifiable net assets acquired 141.7
Provisional goodwill 182.3
Total consideration 324.0
1. Trade and other receivables includes trade receivables that represent the
gross contractual amounts and the amounts that are expected
to be collected in full.
Satisfied by: £m
Cash 314.3
Contingent cash consideration 9.7
Total 324.0
Acquisition intangible assets of £163.4m consists of £91.1m of trade names,
£65.8m of customer relationships fair valued using the excess earnings income
method, and £6.5m of content library fair valued using the relief from
royalty method. A deferred tax liability has been recognised as a result of
the recognition of these acquisition intangible assets. To determine the value
of separately identifiable intangible assets several estimates have been
made. The most significant of these estimates being the royalty rate used
within the relief from royalty valuation method for trade names where it has
been determined that a reasonable change in the estimate could cause a
material change in the provisional value of the intangibles. A 2.5% increase
or decrease to the royalty rate would cause a £17.0m increase or decrease to
the valuation of trade names.
Provisional goodwill arising from the acquisition was £182.3m and represents
the total consideration of £324.0m less the fair value of the net assets
acquired of £141.7m. The value of goodwill arising from the acquisition has
been identified as relating to the following factors:
· Enhancing Informa's position in a large, growing and fragmented
food services market;
· Access to Winsight's close relationships with Exhibitors,
Attendees and Subscribers; and
· Cost synergy opportunities and access to an experienced and
skilled workforce.
Goodwill recognised will be included in the Informa Connect group of CGUs.
£110.8m of the goodwill recognised is expected to be deductible for tax
purposes.
16. Business combinations (continued)
Total acquisition-related costs of £12.8m were recognised within adjusting
items in the Consolidated Income Statement.
The Winsight business generated revenue of £32.7m and profit after tax of
£4.1m for the period from the date of acquisition to 30 June 2023.
If both the Tarsus and Winsight acquisitions had completed on the first day of
the reporting period, the total revenue from continuing operations of the
Group would have been £1,575.0m and profit after tax from continuing
operations of £273.4m for the six months ended 30 June 2023.
17. Related party transactions
All transactions with related parties are conducted on an arm's-length basis
and in accordance with normal business terms. Transactions between related
parties that are Group subsidiaries are eliminated on consolidation. The
related parties identified by the Directors include joint ventures, associates
and key management personnel.
Transactions with joint ventures and associates
All transactions with joint ventures and associates are in the normal course
of business. Transactions between the Group and its joint ventures and
associates are disclosed below:
6 months ended 30 June 2023 6 months ended 30 June 2022 Year ended 31 December 2022
£m £m £m
Sales to joint ventures - - (0.8)
Purchases from joint ventures 0.1 - -
Purchases from associates 0.2 1.1 2.4
Trade payables owed to joint ventures - 0.2 0.2
Trade payables owed to joint ventures are settled net of trade receivables due
from joint ventures 60 days after the delivery of goods or services. There are
no loans to or from joint ventures.
Transactions with key management personnel
There were no material transactions with Directors of the Company during the
period, except for those relating to remuneration and shareholdings. For the
purposes of IAS 24 Related Party Disclosures, Executives below the level of
the Company's Board are not regarded as related parties.
Other related party disclosures
At 30 June 2023, Informa Group companies have guaranteed the pension scheme
liabilities of the Taylor & Francis Group Pension and Life Assurance
Scheme, the Informa Final Salary Scheme and the UBM Pension Scheme.
18. Financial instruments
This note provides an update on the judgements and estimates made by the Group
in determining the fair values of the financial instruments since the 2022
annual financial report.
Fair value hierarchy
Valuation techniques use observable market data where it is available and rely
as little as possible on entity-specific estimates. The fair values of
interest rate swaps and forward exchange contracts are measured using
discounted cash flows. Future cash flows are based on forward
interest/exchange rates (from observable yield curves/forward exchange rates
at the end of the reporting period) and contract interest/forward rates,
discounted at a rate that reflects the credit risk of the counterparties.
The fair values of put options over non-controlling interests (including
exercise price) and contingent and deferred consideration on acquisitions are
measured using discounted cash flow models with inputs derived from the
projected financial performance in relation to the specific contingent
consideration criteria for each acquisition, as no observable market data is
available. The fair values are most sensitive to the projected financial
performance of each acquisition; management makes a best estimate of these
projections at each financial reporting date and regularly assesses a range of
reasonably possible alternatives for those inputs and determines their impact
on the total fair value.
The fair value of the contingent and deferred consideration on acquisitions is
not materially sensitive to a reasonable change in the forecast performance.
Financial instruments that are measured subsequent to initial recognition at
fair value are grouped into Levels 1 to 3, based on the degree to which the
fair value is observable, as follows:
· Level 1 fair value measurements are those derived from unadjusted
quoted prices in active markets for identical assets or liabilities.
· Level 2 fair value measurements are those derived from inputs,
other than quoted prices included within Level 1, that are observable for the
asset or liability, either directly (as prices) or indirectly (derived from
prices).
· Level 3 fair value measurements are those derived from valuation
techniques that include inputs for the asset or liability that are not based
on observable market data (unobservable inputs), such as internal models or
other valuation methods. Level 3 balances for contingent consideration, other
investments and convertible bonds use future cash flow forecasts to determine
the fair value.
18. Financial instruments (continued)
Financial assets and liabilities measured at fair value in the Consolidated
Balance Sheet and their categorisation in the fair value hierarchy at 30 June
2023, 31 December 2022 and 30 June 2022:
Level 1 Level 2 Level 3 Total
At 30 June At 30 June At 30 June At 30 June
2023 2023 2023 2023
(unaudited) (unaudited) (unaudited) (unaudited)
£m £m £m £m
Financial assets
Unhedged derivative financial instruments - 0.6 - 0.6
Other investments(1) - - 263.9 263.9
- 0.6 263.9 264.5
Financial liabilities at fair value through profit or
loss
Derivative financial instruments in designated hedge - 123.9 - 123.9
accounting relationships(2)
Unhedged derivative financial instruments - 2.0 - 2.0
Deferred consideration on acquisitions(3) 1.4 - - 1.4
Contingent consideration and put call options on acquisitions(1) - - 132.1 132.1
1.4 125.9 132.1 259.4
1. See below table for breakdown of movement.
2. Amount relates to interest rate swaps associated with Euro Medium Term
Notes.
3. Classified within Trade and other payables on the Condensed Consolidated
Balance Sheet.
Level 1 Level 2 Level 3 Total
At 30 June At 30 June At 30 June At 30 June
2022 2022 2022 2022
(unaudited) (unaudited) (unaudited) (unaudited)
£m £m £m £m
Financial assets
Unhedged derivative financial instruments - 0.3 - 0.3
Other investments(1) - - 175.3 175.3
- 0.3 175.3 175.6
Financial liabilities at fair value through profit or loss
Derivative financial instruments in designated hedge accounting - 157.5 - 157.5
relationships(2)
Deferred consideration on acquisitions(3) - - 4.0 4.0
Contingent consideration and put call options on acquisitions(1) - - 9.3 9.3
- 157.5 13.3 170.8
1. See below table for breakdown of movement.
2. Amount relates to interest rate swaps associated with Euro Medium Term
Notes.
3. Classified within Trade and other payables on the Condensed Consolidated
Balance Sheet.
18. Financial instruments (continued)
Level 1 Level 2 Level 3 Total
At 31 At 31 At 31 At 31
December December December December
2022 2022 2022 2022
(audited) (audited) (audited) (audited)
£m £m £m £m
Financial assets
Derivative financial instruments in designated hedge accounting - 2.2 - 2.2
relationships(2)
Other investments(1) - - 262.7 262.7
- 2.2 262.7 264.9
Financial liabilities at fair value through profit or loss
Derivative financial instruments in designated hedge accounting - 168.1 - 168.1
relationships(2)
Unhedged derivative financial instruments - 1.1 - 1.1
Deferred consideration on acquisitions(3) 1.1 - - 1.1
Contingent consideration and put call options on acquisitions(1) - - 133.3 133.3
1.1 169.2 133.3 303.6
1. See below table for breakdown of movement.
2. Amount relates to interest rate swaps associated with Euro Medium Term
Notes.
3. Classified within Trade and other payables on the Condensed Consolidated
Balance Sheet.
Other investments
The Group's other investments at 30 June 2023 are as follows:
(Unaudited)
£m
At 1 January 2022 6.1
Additions of unlisted securities 166.5
Exchange differences 2.7
At 30 June 2022 175.3
Addition of convertible bond 22.2
Addition of preference shares 72.9
Transfer to associates (3.9)
Fair value loss (8.4)
Exchange differences 4.6
At 31 December 2022 262.7
Fair value gain 5.6
Exchange differences (4.4)
At 30 June 2023 263.9
Other investments consist of investments in unlisted equity securities,
preference shares and convertible bonds. The most significant of these is the
retained equity interest in Norstella, previously Pharma Intelligence,
following the sale of the Informa Intelligence division in 2022.
Refer to note 2 for details of the key source of key estimation uncertainty
involved in the calculation of the fair value of the retained Pharma
Intelligence stake. A fair value gain of £3.3m has been recognised in the
Condensed Consolidated Income Statement in relation to the retained Pharma
Intelligence stake for the six months ended 30 June 2023.
18. Financial instruments (continued)
Contingent consideration and put call options on acquisitions
(Unaudited)
£m
At 1 January 2022 14.7
Payment (6.3)
Exchange differences 0.9
At 30 June 2022 9.3
Acquisition of subsidiaries 126.4
Remeasurement 5.3
Payment (2.9)
Exchange differences (4.8)
At 31 December 2022 133.3
Acquisition of subsidiaries 90.4
Remeasurement (75.8)
Payment (2.2)
Exchange differences (13.6)
At 30 June 2023 132.1
Fair value of other financial instruments (unrecognised)
The group also has a number of financial instruments which are not measured at
fair value in the balance sheet. For the majority of these instruments, the
fair values are not materially different to their carrying amounts, since the
interest receivable/payable is either close to current market rates or the
instruments are short-term in nature. Significant differences were identified
for the following instruments at 30 June 2023:
Carrying Estimated fair value Carrying amount Estimated fair
amount 30 June 31 December value 31 December
30 June 2023 (unaudited) 2022 2022
2023 (audited) (audited)
(unaudited)
£m £m £m £m
Financial liabilities
Bond borrowings 1,858.6 1,734.6 1,901.9 1,759.1
19. Events after the Balance Sheet date
On 5 July 2023 the Group repaid the final €450m of the Euro Medium Term
Notes as they fell due for repayment.
On 26 July 2023, the Group agreed to acquire Canalys, a specialist Tech
research business which adds highly regarded research expertise and a loyal,
high value subscriber base.
Glossary of terms: Alternative Performance Measures
The Group provides adjusted results and underlying measures in addition to
statutory measures, in order to provide additional useful information on
business performance trends to Shareholders. The Board considers these
non-GAAP measures as an appropriate way to measure the Group's performance
because it aids comparability to the prior year and is also in line with the
similarly adjusted measures used by peers and therefore facilitates
comparison.
The terms 'adjusted' and 'underlying' are not defined terms under IFRSs and
may not therefore be comparable with similarly-titled measurements reported by
other companies. These measures are not intended to be a substitute for, or
superior to, IFRS measurements. The Financial Review provides reconciliations
of alternative performance measures (APMs) to statutory measures and also
provides the basis of calculation for certain APM metrics. These APMs are
provided on a consistent basis with the prior year.
ADJUSTED RESULTS AND ADJUSTING ITEMS
Adjusted results exclude items that are commonly excluded across the media
sector: amortisation and impairment of goodwill and intangible assets relating
to businesses acquired and other intangible asset purchases of book lists,
journal titles, acquired databases and brands related to exhibitions and
conferences, acquisition and integration costs, profit or loss on disposal of
businesses, restructuring costs and other items that in the opinion of the
Directors would impact the comparability of underlying results. The tax effect
on these items is also included. Adjusting items are detailed in Note 5 to the
Condensed Consolidated Financial Statements.
Adjusted results are prepared for the following measures which are provided in
the Condensed Consolidated Income Statement on page 28: adjusted operating
profit, adjusted net finance income, adjusted profit before tax (PBT),
adjusted tax charge, adjusted profit after tax, adjusted earnings and adjusted
diluted earnings per share. Adjusted operating margin, effective tax rate on
adjusted profits and adjusted EBITDA are used in the Financial Review on pages
8, 12 and 14 respectively.
ADJUSTED EBITDA
· Adjusted EBITDA is earnings before interest, tax, depreciation,
amortisation and other non-cash items such as share-based payments and before
adjusting items.
· Covenant-adjusted EBITDA for Informa interest cover purposes under
the Group's previous financial covenants on debt facilities is earnings before
interest, tax, depreciation and amortisation and adjusting items. It is
adjusted to be on a pre-IFRS 16 basis.
· Covenant-adjusted EBITDA for Informa leverage purposes under the
Group's previous financial covenants on debt facilities is earnings before
interest, tax, depreciation and amortisation and adjusting items. It is
adjusted to include a full year's trading for acquisitions and remove trading
results for disposals, and adjusted to be on a pre-IFRS 16 basis.
ADJUSTED OPERATING MARGIN
The Adjusted operating margin is shown as a percentage and is calculated by
dividing adjusted operating profit by revenue. The Financial Review on page 8
shows the calculation of the Adjusted operating margin, which is provided as
an additional useful metric on underlying performance to readers.
EFFECTIVE TAX RATE ON ADJUSTED PROFITS FOR CONTINUING OPERATIONS
The effective tax rate on adjusted profits is shown as a percentage and is
calculated by dividing the adjusted tax charge by the adjusted profit before
tax for continuing operations. The effective tax rate on adjusted profits is
provided as an additional useful metric for readers on the Group's tax
position.
FREE CASH FLOW
Free cash flow is a key financial measure of cash generation and represents
the cash flow generated by the business before cash flows relating to
acquisitions and disposals and their related costs, dividends, and any new
equity issuance or purchases and debt issues or repayments. Free cash flow is
one of the Group's key performance indicators, and is an indicator of
operational efficiency and financial discipline, illustrating the capacity to
reinvest, fund future dividends and repay down debt. The Financial Review on
page 14 provides a reconciliation of free cash flow to statutory measures.
INFORMA INTEREST COVER
Debt covenants ceased to apply to all the Group's borrowing facilities from
November 2020 following the repayment of debt subject to financial covenants.
Informa interest cover is calculated according to the Group's previous
financial covenants on debt facilities and is the ratio of covenant-adjusted
EBITDA for interest cover purposes to adjusted net finance costs and excluding
finance fair value items. It is provided to enable the assessment of our debt
position together with our compliance with these previous specific debt
covenants. The Financial Review on page 18 provides the basis of the
calculation of Informa interest cover.
INFORMA LEVERAGE RATIO
The Informa leverage ratio is calculated according to the Group's previous
financial covenants on debt facilities and is the ratio of net debt to
covenant-adjusted EBITDA for Informa leverage information purposes, and is
provided to enable the assessment of our debt position together with
compliance with these previous specific debt covenants. The Financial Review
on page 17 provides the basis of the calculation of the Informa leverage
ratio.
OPERATING CASH FLOW AND OPERATING CASH FLOW CONVERSION
Operating cash flow is a financial measure used to determine the efficiency of
cash flow generation in the business and is measured by and represents free
cash flow before interest, tax, restructuring and reorganisation costs. The
Financial Review on page 16 reconciles operating cash flow to statutory
measures.
Operating cash flow conversion is a measure of the strength of cash generation
in the business and is measured as a percentage by dividing operating cash
flow by adjusted operating profit in the reporting period. The Financial
Review on page 15 provides the calculation of operating cash flow conversion.
NET CASH/DEBT
Net debt consists of cash and cash equivalents, and includes bank overdrafts
(where applicable), borrowings, derivatives associated with debt instruments,
finance leases, lease liabilities, deferred borrowing fees and other loan
receivables or loan payables where these are interest bearing and do not
relate to deferred consideration arrangements for acquisitions or disposals.
UNDERLYING REVENUE AND UNDERLYING ADJUSTED OPERATING PROFIT
Underlying revenue and underlying adjusted operating profit refer to results
adjusted for acquisitions and disposals, the phasing of events, including
biennials, the impact of changes from implementing new accounting standards
and accounting policy changes and the effects of changes in foreign currency
by adjusting the current year and prior year amounts to use consistent
currency exchange rates. Phasing and biennial adjustments relate to the
alignment of comparative period amounts to the timing of events in the current
year.
The results from acquisitions are included on a pro-forma basis from the first
day of ownership in the comparative period. Disposals are similarly adjusted
for on a pro-forma basis to exclude results in the comparative period from the
date of disposal. Underlying measures are provided to aid comparability of
revenue and adjusted operating profit results against the prior year. The
Financial Review on page 9 provides the reconciliation of underlying measures
of growth to reported measures of growth in percentage terms.
CONTINUING AND DISCONTINUED OPERATIONS
Continuing Operations in H1 2022 exclude Pharma Intelligence, Maritime
Intelligence and EPFR, which were accounted for as "Discontinued Operations".
Discontinued Operations are shown in note 9 of the Condensed Consolidated
Financial Statements.
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